Invitation to acquire shares in - ViroGates

Invitation to acquire shares in

ViroGates A/S

Financial Advisor Selling Agents

Nasdaq First North is an alternative marketplace operated by an exchange within the Nasdaq group. Companies on Nasdaq First North are not

subject to the same rules as companies on the regulated main market. Instead they are subject to a less extensive set of rules and regulations

adjusted to small growth companies. The risk in investing in a Company on Nasdaq First North may therefore be higher than investing in a com-

pany on the main market. All Companies with shares traded on Nasdaq First North have a Certified Adviser who monitors that the rules are fol-

lowed. The Exchange approves the application for admission to trading.

Applicable legislationThis Prospectus has been prepared for the Offering in compliance with Danish legisla-tion and regulations, including the Danish Companies Act, the Consolidated Act no. 12 of 8 January 2018 on Capital Markets, as amended (the ‘‘Danish Capital Markets Act), the Executive Order no. 1176 of 31 October 2017 on prospectuses (the “Danish Executive Order on Prospectuses”) as well as Commission Regulation (EC) no. 809/2004, as amended (the “Prospectus Regulation) and the rules for issuers of shares of Nasdaq First North.

LanguageThe Prospectus has been prepared in the English language only.

Lawful distributionThe distribution of this Prospectus is only intended to be for the use by investors in Denmark and Sweden.

The distribution of this Prospectus is, in certain jurisdictions, restricted by law, and this Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Prospectus does not consti-tute an offer of or an invitation to subscribe for Offer Shares in any jurisdiction in which such offer or invitation would be unlawful. Persons into whose possession this Prospectus comes shall inform themselves of and observe all such restrictions. The Company does not accept any legal responsibility for any violation by any per-son, of any such restrictions.

Forward looking statementsCertain statements in this Prospectus are based on the beliefs of the Board of Directors and Management, as well as assumptions made by and information currently available to the Board of Directors and Management, and such statements may constitute forward-looking statements. These forward-looking statements (other than statements of historical fact) re-garding the future results of operations, finan-cial condition, cash flows and business strategy, and the plans and objectives of the Board of Directors and the Management for future operations can generally be identified by ter-

CERTAIN INFORMATION REGARDING THE PROSPECTUS

minology such as “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “seeks”, “will”, “may”, “anticipates”, “would”, “could”, “continues” or similar expressions or the negatives thereof.

Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

The Company does not intend, and does not assume, any obligation to update any forward-looking statements contained herein, except as may be required by law or the rules of Nasdaq First North. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this Prospectus.

Market and industry informationThis Prospectus contains historical market data and industry forecasts, including information related to the sizes of the markets in which the Company participates or parts thereof, diseases targeted by the Company’s product candidates and the number of people affected by such diseases. This information has been obtained from a variety of sources, providing business intelligence products and services to the phar-maceutical industry, pharmaceutical specialist literature and articles, company websites and other publicly available information as well as the Company’s knowledge of the markets. The professional data suppliers state that the histor-ical information they provide has been obtained from sources, and through methods, believed to be reliable, but that they do not guarantee the accuracy and completeness of this informa-tion. Similarly, industry forecasts and market research, while believed to be reliable, have not been independently verified by the Company and the Company does not represent that this historical information is accurate. Industry fore-casts are, by their nature, subject to significant uncertainty. There can be no assurance that any of the forecasts will materialise.

The Company confirms that information sourced from third parties has been accurately reproduced and that to the best of the Com-

pany’s knowledge and belief, and so far as can be ascertained from the information published by such third party, no facts have been omitted which would render the information provided inaccurate or misleading.

Market statistics are inherently subject to uncertainty and are not necessarily reflective of actual market conditions. Such statistics are based on market research which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transaction should be included in the relevant market/market segment definitions.

Enforcement of civil liabilities and service processThe Company is organised under the laws of Denmark, with domicile in the municipality of Rudersdal.

The members of the board of directors and the Management named herein are residents of Denmark, Germany and Switzerland. All or a substantial portion of the Company’s and such persons’ assets are located in Denmark, Germany and Switzerland. As a result, it may not be possible for investors to effect service of process upon such persons or the Company with respect to litigation that may arise under the laws of foreign jurisdiction or to enforce against them or the Company judgments ob-tained in foreign courts, whether or not such judgments were made pursuant to civil liability provisions of the local legislation.

The Company has been advised by its Danish legal advisers, Mazanti-Andersen Korsø Jensen, that there is not currently a treaty between the U.S. and Denmark providing for reciprocal rec-ognition and enforceability of judgments ren-dered in connection with civil and commercial disputes and, accordingly, that a final judgment rendered by a U.S. court based on civil liability would not be enforceable in Denmark. Consid-erable uncertainty exists whether Danish courts would allow actions to be predicated on the securities laws of the U.S. or other jurisdictions outside Denmark. Awards of punitive damages in actions brought in the U.S. or elsewhere may be unenforceable in Denmark.

Prospectus dated 4 June, 2018

Virogates A/S

(a public company incorporated with limited liability under the laws of the Kingdom of Denmark, registered number CVR

25734033)

Initial public offering of minimum of 659,341 and a maximum of 824,175 Offer Shares of nominal DKK 1 without pre-emptive

rights for existing shareholders (“Existing Shareholders”) in Virogates A/S (the “Company”)

This Prospectus (the “Prospectus”) has been prepared in connection with an application for admission to trading of the Com-

pany’s existing shares (“Existing Shares”) and an initial public offering (the “Offering”) and issuance and admission to trading of

a minimum of 659,341 and a maximum of 824,175 new shares of nominal DKK 1 each (the “Offer Shares” and together with the

Existing Shares referred to as “Shares”) in Virogates A/S (the “Company”). The capital increase related to the issuance of the

Offer Shares is carried out without preemptive subscription rights for Existing Shareholders.

As of the date of this Prospectus (the “Prospectus Date”), but prior to the Offering the registered share capital of the Company is

nominal DKK 2,210,172 and consists of 2,210,172 Shares of nominal DKK 1 each, all of which are fully paid.

The Company has obtained subscription undertakings for a total of DKK 42.5 million from cornerstone investors ("Cornerstone Investors"). In addition, existing shareholders have signed statements of intent for conversion of outstanding debt for a total of

DKK 11.2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus

will not form a part of the cash received from the Offering (i.e. cash proceeds). The subscription undertakings and conversion of

outstanding debt amounts to a total of DKK 53.7 million.

The offer price (the “Offer Price”) is DKK 91 per nominal DKK 1 Offer Share.

The offer period (the “Offer Period”) is expected to run from 7 June 2018 - 20 June 2018, 4:00 pm. CET.

Investing in the Offer Shares involves significant risks. See section “Risk Factors”.

Neither the Existing Shares nor the Offer Shares have been publicly traded before the Offering. The Company has applied for

admission to trading for all Shares on Nasdaq First North Denmark under the symbol “VIRO”. First day of trading is expected to be

26 June 2018. The Offer Shares will have the same rights as the Existing Shares and will rank pari passu in every respect.

It is expected that delivery against cash payment for the Offer Shares will take place on or around 25 June 2018 (the “Closing Date”). The Offer Shares will be available for delivery by allocation to accounts through the book-entry facilities of VP Securities

and Euroclear. The Offer Shares have been accepted for clearance through Euroclear Bank S.A./N.V. as operator of the Euroclear

System (“Euroclear”).

Issuance and admission to trading of the Offer Shares on Nasdaq First North Denmark is expected to take place on 26 June 2018

in the ISIN code of the Existing Shares. The Offer Shares will, however, not be issued or admitted to trading on Nasdaq First North

Denmark until after final registration of the capital increase with the Danish Business Authority.

The Offering is subject to Danish law. This Prospectus has been prepared in order to comply with the standards and conditions

applicable under Danish law.

The date of this Prospectus is 4 June, 2018.

4 INVITATION TO ACQUIRE SHARES IN VIROGATES A/S

Summaries 5

Risk factors 23

Background and reasons 28

Letter from the CEO 30

Terms and instructions 32

Industry overview 36

Company description 44

Technology overview 57

Selected financial information 59

Comments on the selected financial information 63

Capitalization, indebtedness and other financial information

65

Board of Directors, senior executives and auditors

67

Share capital and ownership structure 73

Legal considerations and supplementary information

79

Danish tax considerations 83

Articles of Association 86

Glossary 104

Addresses 106

Subscription form 107

Independent auditor´s review report 108

Table of contents

Time table

Offer Period 7 - 20 June 2018

Settlement date 25 June 2018

First day of trading on Nasdaq

First North Denmark

26 June 2018

Other information

Short name on Nasdaq First

North Denmark VIRO

Temporary ISIN* DK0061030657

Permanent ISIN* DK0061030574

Financial calendar

Interim report Apr. - Jun. 2018 (Q2) 24 July, 2018

Interim report Jul. - Sep. 2018 (Q3) 24 October, 2018

Annual report 2018 27 March, 2019

Annual General Meeting 25 April, 2019

The Offering

The Prospectus has been prepared as a result of the Offer-

ing to the public in Denmark and Sweden, and institutional

investors to acquire shares in ViroGates and admission of

the Company's shares to be traded on Nasdaq First North

Denmark (the "Offering").

Number of shares offered

The Offering comprises a minimum of 659,341 and a maxi-

mum of 824,175 Offer Shares in the Company.

Offer Price

The price in the Offering ("Offer Price") is fixed at DKK 91

per Offer Share.

The Offering in brief

* Subscriptions under the Offering are made in the Temporary ISIN DK0061030657, which will be merged into the Permanent ISIN DK0061030574 upon completion of the Offering.

INVITATION TO ACQUIRE SHARES IN VIROGATES A/S 5

Summaries

The Danish summary below is translations of the English summary beginning on page 14. In the event of discrepancies between the

Danish and the English versions, the English version shall prevail.

DANSK RESUMÉ

Det danske resumé nedenfor er en oversættelse af det engelske resumé, som begynder på side 14. I tilfælde af uoverensstemmelse mellem

det danske og det engelske resumé, skal det engelske resumé have forrang.

Dette resumé består af oplysningskrav der benævnes "Elementer." Disse elementer er nummereret i afsnit A-E (A.1-E.7). Dette resumé

indeholder alle de elementer, der skal være indeholdt i et resumé for denne type værdipapir og udsteder (nyemission af aktier med forteg-

ningsret for eksisterende aktionærer). Da nogle elementer ikke kræves medtaget, kan der forekomme huller i Elementernes nummerering.

Selvom et Element skal indsættes i resuméet på grund af typen af værdipapir og udsteder, er det muligt, at der ikke kan gives nogen rel-

evante oplysninger om Elementet. I så fald indeholder resuméet en kort beskrivelse af Elementet med angivelsen “ikke relevant”.

Afsnit A – Indledning og advarsler

A.1 Advarsel Dette resumé bør læses som en indledning til prospektet. Enhver beslutning om investering i de udbudte aktier bør træffes af investoren på baggrund af prospektet som helhed. Hvis en sag vedrørende oplysningerne i prospektet indbringes for en domstol i henhold til national lovgivning i medlemsstaterne i det Europæiske Økonomiske Samarbejdsområde, kan den sagsøgende investor være forpligtet til at betale omkostningerne i forbindelse med oversættelse af prospektet, inden sagen indledes. Kun de personer, som har indgivet resuméet, herunder eventuelle oversættelser heraf, kan ifalde et civilretligt erstatningsansvar, men kun såfremt resuméet er misvisende, ukorrekt eller uoverensstemmende, når det læses sammen med de øvrige dele af prospektet, eller hvis det ikke, når det læses sammen med prospektets øvrige dele, indeholder nøgleoplysninger som hjælp til investorernes overvejelser om, hvorvidt de vil investere i de udbudte aktier.

A.2 Finansielle formidlere Ikke relevant. Finansielle formidlere er ikke bemyndiget til at anvende prospektet i forbindelse med et efterfølgende salg eller en endelig placering af de udbudte aktier.

Afsnit B – Information om Udsteder

B.1 Juridisk- og handelsnavn

Selskabet er registreret med det juridiske navn ViroGates A/S, CVR nr. 25734033. Selskabet anvender handelsnavnet ViroGates.

B.2 Domicil og retlig form

Selskabet ViroGates A/S er et aktieselskab grundlagt i Danmark. Selskabet er domicileret i Birkerød, Danmark. Selskabet er underlagt reglerne i Selskabsloven.

B.3 Hovedaktiviteter ViroGates er et dansk medicinsk teknologiselskab, der udvikler og markedsfører suPARnostic®, en række blodprøvea-nalyser, der anvendes i forbindelse med vurdering af hvorvidt patienter har brug for akut hjælp, og suPARnostic® giver dermed sygeplejersker og andre sundhedsfaglige medarbejdere et værktøj til bestemmelse af om patienten skal indlægges eller hjemsendes fra Akutmodtagelsen.

Produkterne gør det muligt at analysere proteinet suPAR hurtigt, hvilket giver en uafhængig sundhedsvurdering og afspejler immunsystemets aktivitet.

ViroGates' produkter måler aktiveringen af immunsystemet, og de fleste, hvis ikke alle, sygdomme har en under-liggende inflammatorisk komponent. Den kvantitative test muliggør vurdering af, hvorvidt en patient eller individ lider af eller ikke lider af kronisk inflammation og immunaktivering, hvorved den kvantitative test kan indikere, om patienten lider af sygdom samt sygdommens sværhedsgrad, prognosen for patienten samt sygdomsudviklingen.

Mere end 500 videnskabeligt anerkendte publikationer er publiceret i internationale tidsskrifter vedrørende suPARs egenskaber (mange i ledende tidsskrifter, herunder Nature Medicine, JAMA og New England Journal of Medicine). Der er således målt 300 000 patientprøver, hvoraf mere end 50 000 har været indenfor det akutmedicinske område.

I akutmodtagelsen er den kliniske værdi af viden om et lavt niveau af suPAR:• Flere patienter kan hjemsendes sikkert fra hospitalet.• Væsentlig reduktion i antal indlæggelser på grund af forbedret medicinsk beslutningsproces.• I gennemsnit er patienternes indlæggelsestid 6,5 timer kortere på hospitalet, når suPAR-test udføres i sammen-

ligning med en tilsvarende kontrolgruppe hvor testen ikke udføres. Dette resulterer i betydelige besparelser på EUR>27 milliarder på udvalgte markeder i den vestlige verden.

Den kliniske værdi af viden om et højt niveau af suPAR er:• Identifikation af højrisikopatienter - hvilket fører til tidligere behandling. I dag risikerer hospitalerne ofte at sende

højrisikopatienter hjem. De bliver derefter genindlagt med mere fremskreden sygdom, hvilket resulterer i dyrere behandlinger med dårligere udfald.

• Identifikation af f.eks. skjult cancer kan forbedre effekten af behandling og den samlede overlevelse.• Bedre risikovurdering = bedre individuel behandling og forbedrede resultater.


B.3 - På markedet for akutmedicin vurderer ViroGates, at patientpotentialet er på 2,5% af den generelle befolkning i det pågældende optagelsesområde og med en prisfastsættelse på 20 EUR pr. test udført i Europa og Nordamerika (NA) og 10 EUR pr. test i resten af verden (RoW) udgør det samlede anslåede markedspotentiale for suPAR-tests på markedet for akutmedicin globalt over 1 mia. euro årligt.

B.4a Tendenser In Vitro Diagnostik (IVD) markedet er drevet af en række samfundsøkonomiske faktorer; uholdbart stigende sundhedsudgifter, en aldrende befolkning, en stigning i antallet af kroniske sygdomme, udvikling af nye teknologier og decentraliseret sundhedspleje.

Uholdbart stigende sundhedsudgifterSundhedsomkostningerne på globalt plan forventes at nå op på ca. 12 billioner USD inden 2022. Denne stignings-tendens er imidlertid uholdbar, og aktørerne i markedet for sundhedsydelser er tvunget til at forbedre effektiviteten i systemet. Herudover ventes sundhedsomkostningerne i vækstøkonomierne at tegne sig for 1/3 af de globale udgifter i 2022.

Væksten i den aldrende del af befolkningenGennemsnitslevealderen på globalt plan stiger gradvist hvilket betyder, at den del af befolkningen som er 60 år og ældre støt øges. En stigende aldrende befolkning, betyder, at der vil være flere mennesker, der udvikler alvorlige sygdomme, hvilket resulterer i behov for langtidspleje og derved øges efterspørgslen efter diagnostiske produkter og tjenester.

Øget vækst i de nye økonomierDe nye udviklingsøkonomiske lande har oplevet en stigning i sundhedsudgifterne uden tegn på at dette er aftagende. Det forventes, at disse økonomier på linje med forbedret infrastruktur, økonomi, stabile regeringer og øgede levestandarder ønsker adgang til den samme medicinske teknologi og terapeutisk behandling, som i øjeblikket er tilgængelige i udviklede markeder. Med voksende økonomier i de udviklingsøkonomiske lande vil disse have økonomiske ressourcer til at efterspørge og møde disse krav.

Et voksende antal kroniske sygdommeDet voksende antal kroniske sygdomme betyder en stigende byrde for samfundet som helhed, og de medicinske systemer i særdeleshed. Antallet af personer med kronisk sygdom i befolkningen forventes at vokse med 45% fra 1995 til 2030, og såvel de direkte omkostninger til diagnostik som udgifter til behandling samt indirekte omkostninger i form af tabte arbejdsdage koster samfundet milliarder af dollars på årsbasis.

Ændret udbud af sundhedsydelserMåden hvorpå folk møder kommer i kontakt med sundhedsvæsenet ændrer sig. Det som hidtil er leveret via hospitaler og lægeklinikker, findes nu også som kommercielt udbudte løsninger via klinikker for ikke-akutte og ikke-kirurgiske lidelser, ved telemedicin samt internetbaserede løsninger. Decentraliseringen af sundhedsvæsenet skaber muligheder i IVD-markedet da tests nu kan udføres flere steder end tidligere. Især patientnære tests (Point of Care) tests der leverer resultater her og nu har meget at vinde på baggrund af denne udvikling. Dette vil lede til et reduceret behov for centrallaboratorieløsninger.

B.5 Koncernstruktur Ikke relevant. ViroGates er ikke en del af en koncernstruktur.

B.6 Ejerskabsstruktur og fortegnelse over aktionærer i relation til aktier og stemmer

Fortegnelse over aktionærer på tidspunktet for udarbejdelse af Prospektet

Aktionærer med >5% ejerskab (Hoved Ejere*) Antal aktierAntal stem-

mer

Procentandel af aktier og

stemmer

N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen) 642 715 642 715 29,08%

Kim Ginnerup ApS (Kim Ginnerup) 242 688 242 688 10,98%

4AM ApS (Lars Krogsgaard, Board member) 242 688 242 688 10,98%

The Way Forward ApS (Mads Kjær) 188 183 188 183 8,51%

JEO Holding ApS (Jesper Eugen-Olsen, CSO) 159 769 159 769 7,23%

Montela AB (Peter Benson) 147 838 147 838 6,69%

Scanafric A/S (Peter Vagn Jensen) 117 704 117 704 5,33%

Total antal aktionærer med >5% ejerskab 1 741 585 1 741 585 78,80%

Andre 468 587 468 587 21,20%

Total 2 210 172 2 210 172 100,00%.* Alle ovennævnte selskaber er 100% ejet af den enkelte inden for parenteserne


B.7 Udvalgte regnskabs- og virksomhed-soplysninger

Resultatopgørelse for ViroGates A/S

Januar - Marts Kalenderåret

ReviewedIkke reviderede

tal Reviderede tal

DKK´000 2018 2017 2017 2016

Nettoomsætning 574 1 202 2 441 3 686

Bruttofortjeneste/tab -1 574 -460 -4 265 -3 502

Resultat før renter og finansielle omkostninger -2 748 -1 300 -7 691 -6 937

Tab før skat -2 964 -1 309 -7 697 -6 898

Tab for perioden -2 312 -1 021 -5 987 -5 403

Kommentarer til udvalgte finansielle poster for ViroGates A/SFor bemærkningerne vedrørende tre-måneders perioden, der sluttede den 31. marts 2018 i forhold til tre-måneders perioden, der sluttede den 31. marts 2017, gælder følgende: Beløb, der er angivet uden parentes, vedrører perioden 1. januar 2018 til 31. marts 2018, mens beløb inden for parentes henviser til perioden 1. januar 2017 til 31. marts 2017. For bemærkningerne til årets udgang 31. december 2017 i forhold til året ultimo 31. december 2016 gælder følgende: Beløb, der er angivet uden parentes, vedrører perioden 1. januar 2017 til 31. december 2017, mens beløb inden for parentes henviser til perioden 1. januar 2016 til 31. december 2016.

Omsætningen faldt til TDKK 574 i første kvartal af regnskabsåret 2018, fra 1 202 TDKK det foregående regnskabsår. Dette skyldtes hovedsageligt virkningen af den nye Sundhedsplatform, der blev implementeret fra andet kvartal 2017 i Hovedstadsregionen, hvilket betød, at proceduren for bestillingerne af suPAR tests internt hos ViroGates’ største kunde ændrede sig fra at ske automatisk til at skulle bestilles manuelt som en separat proces. Dette førte til et fald i testvolumen. Problemet er endnu ikke løst, men en proces for bedre information og påmindelser til akutpersonalet hos kunden er iværksat, og vi forventer, at mængden af tests der bliver ordret vil stige i de kommende kvartaler.

Salgsomkostningerne forblev på niveau med 1. kvartal 2017. Andre eksterne omkostninger steg til TDKK 2 083 (TDKK 1 577), primært drevet af omkostningerne til forskning og udvikling. Personaleomkostningerne steg i 1. kvartal 2018 til 1 133 TDKK (TDKK 816), primært som følge af en stigning i antallet af fuldtidsansatte. I første kvartal af regnskabsåret 2018 viste selskabet et driftsunderskud på TDKK 2 748 (TDKK 1 300). Indtægterne for hele regnskabsåret 2017 faldt til TDKK 2 441 (TDKK 3 686) på grund af effekten af den nye Sundhedsplatform der blev implementeret fra 2. kvartal 2017 (se ovenfor). ViroGates forventer, at den negative effekt i 2018 vil blive mindre end i 2017.

Salgsomkostningerne forblev på samme niveau som for regnskabsåret 2016. Andre eksterne omkostninger faldt til TDKK 6 435 (TDKK 6 832) i regnskabsåret 2017, hovedsageligt på baggrund af omkostninger i forbindelse med Selskabets investering i interventionsstudiet, der operationelt hovedsageligt kørte i 2016. Personaleomkostningerne udgjorde TDKK 3 308 (TDKK 3 336) for regnskabsåret. I regnskabsåret 2017 realiserede ViroGates et driftsunderskud på TDKK 7 691 mod et driftsunderskud på TDKK 6 937 for regnskabsåret 2016.

Pr. 31. marts 2018, havde selskabet likvider på TDKK 10 264, og kortfristede forpligtelser på TDKK 13 499, hvoraf TDKK 10 893 udgøres af et konvertibelt lån fra udvalgte långivere blandt aktionærerne.

Væsentlige begivenheder siden 31. marts 2018 Der er ikke siden 31. marts 2018 indtruffet begivenheder, som væsentligt kan ændre vurderingen af kvartalsrapporten eller af årsrapporten.

B7 - Balance for ViroGates A/S



tal Reviderede tal

DKK´000 2018 2017 2017 2016

Aktiver

Materielle anlægsaktiver 211 206 243 232

Investeringer I anlægsaktiver 110 108 108 105

Anlægsaktiver 321 314 350 337

Varebeholdninger 601 561 694 451

Tilgodehavender 2 997 3 351 2 467 3 386

Likvide beholdninger 10 264 6 053 1 466 7 823

Omsætningsaktiver 13 863 9 965 4 627 11 660

Aktiver 14 184 10 279 4 978 11 997

Passiver

Egenkapital 685 7 963 2 997 8 985

Gæld 13 499 2 316 1 980 3 012

Pasiver i alt 14 184 10 279 4 978 11 997


B7 - Pengestrømsopgørelse for ViroGates A/S



tal Reviderede tal

DKK´000 2018 2017 2017 2016

Pengestrøm fra drift -2 095 -1 769 -6 224 -6 677

Pengestrøm fra investeringsaktivitet 0 0 -132 -2

Pengestrøm fra finansielle aktiviteter 10 893 0 0 0

Ændring i kontantbeholdninger og kontante tilgodehavender 8 798 -1 769 -6 357 -6 679

Kontantbeholdninger og kontante tilgodehavender ved periodens start 1 466 7 823 7 823 14 502

Kontantbeholdninger og kontante tilgodehavender ved periodens slutning

10 264 6 053 1 466 7 823

Specifikation af kontantbeholdninger og kontante tilgodehavender ved periodens slutning

Kontantbeholdninger og kontante tilgodehavender (likvide beholdninger) 10 264 6 053 1 466 7 823

Likvide beholdninger, nettogæld 10 264 6 053 1 466 7 823

B7 - Nøgletal for ViroGates A/S



tal Reviderede tal

DKK´000 2018 2017 2017 2016

Nettoomsætning 574 1 202 2 441 3 686

Driftsresultat -2 748 -1 300 -7 691 -6 937

Resultat før skat -2 964 -1 309 -7 697 -6 898

Nettoresultat -2 312 -1 021 -5 987 -5 403

Nettoresultat per aktie før udvanding (DKK/aktie) 0 0 0 0

Nettoresultat per aktie efter udvanding (DKK/aktie) 0 0 0 0

Gennemsnitligt antal aktier før udvanding 2 210 172 2 210 172 2 210 172 2 210 172

Gennemsnitligt antal aktier efter udvanding 2 427 687 2 423 287 2 426 587 2 422 187

Egenkapitalandel (%) 5 77 60 75

Dividende per aktier (DKK/aktie) 0 0 0 0

Antal ansatte ved periodens afslutning 4 4 4 4


B.8 Udvalgte proforma regnskaber

Ikke relevant. Prospektet indeholder ikke proforma årsregnskaber.

B.9 Resultatforventnin-ger/prognoser

Ikke relevant. Prospektet indeholder ikke resultatforventninger eller prognoser

B.10 Forbehold i revision-spåtegningen

Ikke relevant. Der er ingen bemærkninger i revisionsrapporterne vedrørende de historiske finansielle oplysninger, der præsenteres i dette prospekt.

B.11 Arbejdskapital Det er bestyrelsens vurdering at driftskapitalen pr. 31. marts 2018 er utilstrækkelig til, at kapitalen dækker behovet for kapital til driften i de næste te tolv måneder. I henhold til den nuværende forretningsplan vurderer Selskabet, at underskuddet i arbejdskapitalen for de næste tolv måneder udgør ca. TDKK 15.000.

Arbejdskapitalbehovet for de næste tolv måneder skal dækkes af nettoindtægterne fra udstedelse af nye aktier i forbindelse med Udbuddet, hvilket skal kunne give Selskabet mindst DKK 45,7 mio. og maksimalt DKK 59,9 mio. efter transaktionsomkostninger og efter fradrag af udestående gæld, som eksisterende aktionærer har underskrevet hensigter om konvertering til i alt DKK 11,2 mio. Omregningen af gæld, der blev optaget i 1. kvartal 2018, vedrører midler, der allerede er betalt til Selskabet og udgør dermed ikke en del af de modtagne indbetalinger fra Udbuddet (dvs. kontant provenu). Det er selskabets langsigtede finansielle mål at være cash flow positive inden udgangen af 2020.

I tilfælde af at Udbuddet ikke gennemføres, vil virksomheden gennemgå sin nuværende forretningsplan og overveje rejsning af egenkapital via eksisterende større aktionærer og nye investorer.

Afsnit C - En beskrivelse af typen og klassen af udbudte aktier

C.1 Udbudte aktier Aktier i ViroGates A/S. Tegningsordrer under Udbuddet er lavet i den midlertidige ISIN DK0061030657, som vil blive fusioneret ind i permanente ISIN DK0061030574 efter gennemførelse af Udbuddet.

C.2 Valuta Aktierne udstedes i danske kroner, DKK

C.3 Antal aktier og pålydende værdi

Selskabets aktiekapital udgør på tidspunktet for dette Prospekt DKK 2.210.172 fordelt på 2.210.172 aktier, hver med en nominel værdi på DKK 1. Alle aktier er fuldt indbetalte.

C.4 Rettighederforbundetmedværdipapirerne

Hver aktie giver ret til en stemme på generalforsamlingen. Alle aktier har lige rettigheder til Selskabets aktiver og indtjening. På generalforsamlinger kan hver aktionær stemme på det fulde antal aktier, som han ejer eller repræsen-terer uden begrænsninger i stemmerettighederne. Aktionærernes rettigheder kan kun ændres af generalforsamlingen i overensstemmelse med loven.

C.5 Indskrænkninger i Aktiernes omsæt-telighed

Ikke relevant. Aktierne er omsætningspapirer, og der gælder ingen indskrænkninger i Aktiernes omsættelighed

C.6 Optagelse til handel på et reguleret marked

Ikke relevant. Aktierne vil ikke blive optaget til handel på en reguleret markedsplads. Bestyrelsen for ViroGates har ansøgt om optagelse til handel af aktierne i ViroGates på Nasdaq First North Denmark, et multilaterale handels-facilitet, der ikke har samme juridiske status som en reguleret markedsplads. Den første handelsdag er planlagt til 26 juni, 2018. En betingelse for godkendelse er, at kravet om spredning og free float af Selskabets aktier er opfyldt senest på dagen for handel.

C.7 En beskrivelse af udbyttepolitik

Historisk er der ikke udbetalt udbytte af selskabet, og der vil ikke blive fremsat forslag om udbytte til aktionærer, før der er opnået langsigtet rentabilitet.

Afsnit D - Risikoen

D.1 De vigtigste risici, der er specifikke for Selskabet ellerdettes branche

Risici relateret til Selskabet og Industrien omfatter:

Der er risiko for, at selskabet ikke vil lykkes i sin kommercialiseringsstrategiViroGates befinder sig i en initiel kommercialiseringsfase og har til dato kun genereret begrænsede salgsindtægter og forventer at rapportere et tab i løbet af de næste par år. Virksomheden er derfor i højere grad afhængig af vellykket udviklings- og kommercialiseringsindsats end et etableret selskab med etableret salg. Hvis kommercialiseringen af Selskabets produkter forsinkes, bliver dyrere eller fejler, kan dette have en væsentlig indflydelse på Selskabets aktiviteter.

Selskabet er afhængig af immaterielle rettigheder ViroGates er afhængig af dets evne til at ansøge om, udtage og vedligeholde patenter for at beskytte Selskabets immatterielle rettigheder og specifikke viden. ViroGates indgiver patentansøgninger og registrerer rettigheder og varemærker, der løbende dækker den metode og produkter, som selskabet udvikler på udvalgte markeder, såfremt det anses for afgørende for selskabets fremtidige udvikling. Der er risiko for, at nuværende eller fremtidige patentansøgninger ikke resulterer i, at patenter bliver godkendt. Herudover er den industri, hvor ViroGates opererer, præget af hurtig teknologisk udvikling. Der er derfor altid risiko for, at der udvikles nye teknologier og produkter, der omgår eller erstatter Selskabets nuværende og fremtidige patenter eller andre immaterielle rettigheder, hvilket kan påvirke Selskabets aktiviteter negativt.


D.1 - Afhængighed af underleverandører og distributører ViroGates er et forsknings- og udviklingsorienteret selskab med en begrænset intern organisation og er derfor stærkt afhængig af samarbejder med eksterne partnere for at drive sin virksomhed. ViroGates er og vil forblive afhængig af samarbejde med andre aktører til fremstilling af selskabets produkter. Hvis en eller flere af selskabets leverandører skulle afbryde samarbejdet med ViroGates, eller hvis der opstod produktionsforstyrrelser, såsom forsinkede leverancer, forsinkelser i automatisering af produktionsprocessen for tests eller kvalitetsproblemer, vil dette kunne forårsage følgeproblemer i relation til ViroGates forpligtelser overfor sine kunder. Dette kan skade ViroGates' omdømme, og føre til tab af kunder, svækkede bruttomarginer og/eller faldende indtægter. ViroGates har indgået distributionsaftaler for visse markeder, og dette medfører risiko for manglende salg af selskabets produkter hvis distributøren ikke opfylder sine forpligtelser, og aftalen må opsiges. En opsigelse af en aftale kan føre til et uventet fald i salget og dermed have en negativ indvirkning på selskabets forretning, indtjening og/eller finansielle stilling. Der er også en risiko for, at selskabets produkter måske ikke får det nødvendige fokus blandt de udvalgte distributører for at opnå en tilstrækkelig fremtidig vækst i salget.

Selskabet er udsat for risici i forbindelse med tvisterTvister, krav, undersøgelser og administrative processer kan medføre, at ViroGates skal betale erstatning eller ophøre med visse former for forretning. ViroGates kan blive involveret i tvister inden for rammerne af sin normale forretningsaktivitet og risikere at blive underkastet krav i sager vedrørende patenter og licenser eller andre aftaler. Desuden kan bestyrelsesmedlemmer, direktører, medarbejdere eller tilknyttede virksomheder blive udsat for strafferetlige undersøgelser og retssager. Sådanne tvister, krav, undersøgelser og processer kan være tidskrævende, forstyrre normale driftsaktiviteter, involvere store krav og resultere i betydelige omkostninger. Desuden kan det ofte være svært at forudsige udfaldet af komplekse tvister, krav, undersøgelser og processer. Som følge heraf kan tvister, krav, undersøgelser og processer have en væsentlig negativ indvirkning på Selskabets forretning, økonomiske situation og resultat af driften.

Afhængighed af nøglepersoner ViroGates er i høj grad afhængig af en række nøglepersoner. Et muligt tab af visse af disse personer kan medføre, at udviklingen eller kommercialiseringen af selskabets produkter bliver forsinket eller formindsket. Tabet af nøglemedarbejdere kan på kort sigt påvirke Selskabets forretning, indtjening og finansielle stilling negativt.

Selskabets produkter er underlagt en løbende gennemgang af myndighederne Da ViroGates forskning og udvikling, produktion og markedsføring er underlagt en løbende gennemgang af myndighederne, er der risiko for, at selskabets nuværende tilladelser ikke fornyes på samme vilkår som tidligere. Der er også en risiko for, at sådanne tilladelser kan tilbagekaldes eller indskrænkes.

Ændringer i lovgivning, tilskudssystemer eller tilladelser samt problemer i forbindelse med et produkt eller hos en producent kan således påvirke ViroGates' forretning, indtjening og/eller finansielle stilling negativt.

Virksomheden opererer i en kompetetiv industri Der er konkurrenter inden for virksomhedens driftsområde for tests af immunsystemets aktivering, og der er risiko for, at nye virksomheder etableres med større kapital og færdigheder. Øget konkurrence kan føre til lavere priser og dermed en svagere margin for ViroGates. Dette kan påvirke ViroGates' drift, indtjening og/eller finansielle stilling negativt.

Selskabet kan blive tvunget til at rejse yderligere kapital i fremtiden Selvom processen med at rejse kapital, der blev gennemført i begyndelsen af 2018 gennem optagelse af et konverti-belt lån på DKK 11 mio., har styrket ViroGates' finansielle stilling betydeligt, er der risiko for, at selskabet vil få brug for yderligere finansiering i fremtiden. Adgang til yderligere finansiering påvirkes af flere faktorer, herunder markeds-vilkår, den generelle tilgængelighed til kapital samt ViroGates kreditværdighed og kreditkapacitet. Forstyrrelser og usikkerhed på kredit- og kapitalmarkederne kan yderligere begrænse adgangen til yderligere kapital. Der er også risiko for, at Selskabet i fremtiden ikke har tilstrækkelig indkomst eller positiv pengestrøm til at opretholde sin drift.

D.3 De vigtigste risici re-lateret til de udbudte aktier

Risici relateret til de udbudte aktier omfatter:

KursudviklingEn investering i værdipapirer er altid forbundet med risiko og risikovillighed. Da en aktiekurs både kan stige og falde, er det ikke sikkert, at en aktionær kan få den investerede kapital tilbage. Forud for Udbuddet er der ikke noget offentligt marked for ViroGates aktier. Der er risiko for, at et aktivt og likvidt marked ikke dannes, eller hvis en sådan udvikling finder sted, at den ikke vil vare ved efter at Udbuddet er gennmført. Prisen i Udbuddet afspejler ikke nødvendigvis den pris, som investorer på markedet er villige til at købe og sælge aktierne til efter Udbuddet.

HandelspladsViroGates har ansøgt om optagelse til handel med Selskabets Aktier på Nasdaq First North Denmark, som er en multilateral handelsfacilitet, der ejes af Nasdaq. Det har ikke samme juridiske status som et reguleret marked. Virksomheder på Nasdaq First North er reguleret af en specifik lovramme og har ikke de samme lovmæssige krav til handel som på et reguleret marked. Markedsmisbrugsforordningen, MAR, finder dog anvendelse på både regulerede markeder samt MTF-platforme (Nasdaq First North). En investering i et selskab, der handles på Nasdaq First North, er mere risikabelt end en investering i et børsnoteret selskab på et reguleret marked, og en investor kan miste en del eller hele sin investering.


D.3 - Ejere med væsentlig indflydelse Aktionærerne, der efter Udbuddet vil have væsentlige aktiebesiddelser i Selskabet, kan udøve en betydelig indflydelse i forhold, der er genstand for godkendelse af aktionærer. Disse aktionærers interesser kan helt eller delvist afvige fra andre aktionærers interesser. Desuden vil sådanne aktionærer være repræsenteret i selskabets bestyrelse.

Fremtidigt udbytte Eventuelle fremtidige udbytter og størrelsen heraf afhænger bl.a. af selskabets fremtidige indtjening, finansielle stilling, driftskapitalbehov og likviditet. Udbytte fastsættes af generalforsamlingen efter forslag fra bestyrelsen. Der er risiko for, at ViroGates i fremtiden ikke vil uddele udbytte.

Afsnit E - Udbuddet

E.1 Udbuddets samlede nettoprovenu og anslåede udgifter

I forbindelse med Udbuddet foretager Selskabet en ny udstedelse af aktier, der forventes at medføre et brutto-provenue på minimum DKK 48,8 mio. og højst DKK 63,8 mio., og et nettoprovenu på minimum DKK 45,7 mio. og højst DKK 59,9 mio. efter fradrag af selskabets transaktionsomkostninger (inklusive gebyrer til selskabets rådgivere), som skønnes at udgøre DKK 3,1 - 3,8 mio. Brutto og nettoprovenu omfatter ikke omregning af gæld, som eksisterende aktionærer har underskrevet hensigter om konvertering til i alt DKK 11,2 mio. Omregningen af gæld, der blev optaget i 1. kvartal 2018, vedrører midler, der allerede er betalt til Selskabet og udgør dermed ikke en del af de modtagne indbetalinger fra Udbuddet (dvs. kontant provenu).

E.2a Baggrund for Udbud-det og anvendelse af provenu

ViroGates er kommet til et kommercielt punkt, hvor den klinisk usikkerhed er blevet elimineret, produktporteføljen er dokumenteret til at have værdi, produktporteføljen er tilstrækkelig til at imødekomme hospitalernes behov, og selskabet har genereret interesse fra det internationale marked for akutmedicin. ViroGates vil derfor udnytte dette momentum og mobilisere tilstrækkelige kommercielle kræfter til at udnytte mulighederne i dette marked.

Allokering af provenuet • 60-70% - vil blive brugt til kommerciel eksekvering, hvilket betyder at opbygge en salgsorganisation på de

europæiske markeder, hvor der er opnået regulatorisk godkendelse for suPARnostic®-produkterne. Kommercielle bestræbelser vil også blive rettet mod at opbygge partnerskabskompetencer på det amerikanske marked for at arbejde tæt sammen med integrerede sundhedsudbydere (typisk omfattende både sundhedsforsikringsmarkedet og private hospitaler). På udvalgte markeder, hvor distributionspartnerne opererer, vil ressourcer blive brugt til at uddanne og monitorere sådanne partnere

• 10-20% - vil blive brugt til at sikre nødvendig produktudvikling. ViroGates forventer at lancere suPARnostic® Turbilatex-produktet i 3. kvartal, 2018, og dette vil initielt være tilgængeligt på Roche Cobas-platformen, men det underliggende assay kan tilpasses enhver turbidimetrisk platform. Derfor vil yderligere udviklingsressourcer i selskabets udviklingsafdeling blive brugt til at sikre overflytning og udvikling til platforme fra andre førende producenter, såsom Architect-platformen fra Abbott, Centaur Platformen fra Siemens, Vidas fra BioMérieux mv. Desuden vil ViroGates videreudvikle suPARnostic® Quick Triage-produktet, så det kan køre fuldblodsprøver fra en fingerprikblodprøve.

• 5-10% - Vil blive brugt at generere yderligere klinisk dokumentation i form af interventionsdata fra studier, der sikrer endnu mere præcise algoritmer til brug af suPARnostic®-produkterne. Det er vigtigt at bemærke, at yderligere kliniske beviser og dokumentation også kommer fra salg af produkter til forskningsmiljøet samt generering af kliniske data fra klinisk brug hos kunder.

• 5-10% - vil blive brugt til at sikre den globale dækning af det senest indleverede patent vedrørende brugen af suPARnostic® i akutmedicinske afdelinger. Den dyreste del af processen foregår, når selskabet søger national udstedelse af patenterne.


E.3 Udbudsbetingelser UdbuddetUdbuddet omfatter minimum 659.341 og højst 824.175 nyudstedte aktier. Tegningsordrer under Udbuddet er lavet i den midlertidige ISIN DK0061030657, som vil blive fusioneret ind i permanente ISIN DK0061030574 efter gennemførelse af Udbuddet.

UdbudskursUdbudskursen er fastlagt af bestyrelsen i samråd med Västra Hamnen Corporate Finance til DKK 91 pr. Aktie. Der vil ikke blive opkrævet mæglergebyr.

UdbudsperiodeperiodeTegningsordrer fra investorer om erhvervelse af aktier i ViroGates skal indgives i perioden 7 - 20 juni, 2018, senest kl. 16:00 (CET). Indlevering af ordrerOrdre fra investorer om tegning af aktier skal afgives på den ordreblanket, der er indeholdt i dette prospekt. Ordreblanketten skal sendes til investors eget kontoførende pengeinstitut i løbet af Udbudsperioden. Ordrer er bindende og kan ikke ændres eller annulleret.

Ordrer skal afgives for et antal Udbudte Aktier eller for et aggregeret beløb afrundet til nærmeste danske krone. Tegningsordrer skal ske for mindst halvtreds (50) Udbudte Aktier svarende til en minimumsværdi på DKK 4.500. Der kan kun indleveres én ordreblanket for hver VP-konto. For at en ordre er bindende, skal den udfyldte og under-skrevne ordreblanket indsendes til investors eget kontoførende institut i så god tid, at det kontoførende institut kan behandle og fremsende ordren, således at den modtages af Danske Bank senest den 20. juni 2018 kl. 16.00 (CET)

Reduktion af tegningHvis de samlede ordrer i Udbuddet overstiger antallet af Udbudte Aktier, vil der blive foretaget reduktion på følgende måde:

• (i) Ved ordrer med en kursværdi til og med DKK 300.000, foretages matematisk reduktion. Der vil dog ikke blive foretaget individuelle tildelinger for mindre end halvtreds (50) Udbudte Aktier.

• (ii) Ved ordrer med en kursværdi på mere end DKK 300.000, sker der individuel tildeling.

Bestyrelsen vil allokere de Udbudte Aktier efter aftale omkring sådanne allokeringer med Västra Hamnen Corporate Finance. 467.032 Udbudte Aktier vil blive tildelt Cornerstone Investors, der har udstedt uigenkaldelige tegningstil-sagn for i alt DKK 42,5 mio. 125.898 Udbudte Aktier vil blive allokeret til eksisterende aktionærer til omregning af udestående gæld på i alt DKK 11,5 mio., hvoraf undertegnede hensigtserklæringer er indsamlet fra indehavere af DKK 11,2 mio. af den udestående gæld.

Tegningsforetagender og konvertering af gæld

AktionærerKonv. af

gæld (TDKK)Ny kapital (TDKK)

markedsværdiTotal

(TDKK)% af maksi-malt udbud

LMK Forward AB* - 10.000 10.000 13,3%

N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)*

4.207 4.000 8.207 10,9%

A & C Følsgaard Invest A/S* - 7.500 7.500 10,0%

Kim Ginnerup ApS (Kim Ginnerup)* 1.578 6.000 7.578 10,1%

4AM ApS (Lars Krogsgaard, besty-relsesmedlem)*

1.578 6.000 7.578 10,1%

Vækstfonden* - 7.000 7.000 9,3%

Arve Nilsson* - 2.000 2.000 2,7%

Andre 3.885 - 3.885 5,2%

Total 11.247 42.500 53.747 72%

* Cornerstone investors** Konvertering af udestående gæld vedrører midler, der allerede er betalt og vil således ikke udgøre en del af den kontante modtaget fra Udbuddet (dvs. kontant provenu).

Betingelser for afvikling af UdbuddetFærdiggørelse af Udbuddet er afhængigt af at Udbuddet ikke bliver tilbagekaldt. Udbuddet kan tilbagekaldes af Sel-skabet til enhver tid før offentliggørelsen af resultatet af Udbuddet. Udbuddet kan ligeledes tilbagekaldes, såfremt Nasdaq First North Denmark ikke finder spredningen af Aktierne til investorerne tilstrækkelig, hvis kravet om free float ikke er opfyldt eller Aktierne af andre grunde ikke kan optages til handel på Nasdaq First North Denmark.

En eventuel tilbagekaldelse af Udbuddet vil straks blive offentliggjort via Nasdaq First North Denmark.


E.4 Væsentlige interesser i Udbuddet, herunder interessekonflikter

Västra Hamnen Corporate Finance er finansiel rådgiver og Certified Adviser for ViroGates, Danske Bank fungerer som udstedende agent i forbindelse med Udbuddet. Nordnet og Avanza Bank fungerer som salgsagenter i forbindelse med udbuddet. Mazanti-Andersen Korsø Jensen er juridisk rådgiver for selskabet. Västra Hamnen Corporate Finance, Nordnet og Avanza Bank har på forhånd aftalt betaling for deres ydelser i forbindelse med Udbuddet. Derudover er der ingen økonomisk eller anden relevant interesse i Udbuddet.

Eksisterende aktionærer og eksterne investorer har gennem uigenkaldelige tegningstilsagn og underskrevne hensigter om konvertering af udestående gæld garanteret i Udbuddet tegning af 590.619 Udbudte Aktier svarende til et samlet tegningsbeløb på DKK 53,7 mio. Bortset fra investorernes interesse i Udbuddet er der ingen økonomiske eller andre interesser i Udbuddet.

E.5 Lock up aftaler Der vil ikke blive foretaget salg af eksisterende aktier i Udbuddet.I forbindelse med Udbuddet har eksisterende aktionærer med 97,6 procent af aktierne før Udbuddet besluttet

at indgå i lock up aftaler, der forpligter aktionærerne til ikke at sælge, udbyde til salg, indgå nogen form for aftale om salg, pantsætte eller på anden måde direkte eller indirekte at overføre aktierne i Selskabet eller andre værdi-papirer, der kan udveksles i aktier i Selskabet eller tegningsoptioner eller andre muligheder for at erhverve aktier i Selskabet (tilsammen "Virksomheds værdipapirer") eller at meddele hensigten om at gøre en sådan handling uden forudgående skriftligt samtykke fra Västra Hamnen Corporate Finance, der er Certified Adviser i udbuddet ("Lock up forpligtelsen"). Sådant samtykke kan ydes, hvis det anses for rimeligt og nødvendigt på grund af specifikke forhold, f.eks. af skattemæssige årsager og må ikke urimeligt holdes tilbage eller forsinkes af den certificerede rådgiver.

Lock up forpligtelsen gælder fra den første handelsdag og for en periode på i) tre måneder, ii) seks måneder eller iii) et år for aktionærer med i) mindre end 1 procent (108.468 aktier, 4,9% af det samlede antal aktier), ii) mellem 1 og 10 procent (920.502 aktier, 41,6% af det samlede antal aktier) eller iii) mere end 10 procent (1.128.091 aktier, 51,0% af det samlede antal aktier) af den eksisterende aktiekapital forud for Udbuddet.

E.6 Udvandingseffekt I forbindelse med Udbuddet kan antallet af aktier i selskabet stige til højst 3.034.347 aktier svarende til en udvanding på 27 procent.

E.7 Udgifter, som opkræves hos investorer

Ikke relevant: Udstederen vil ikke opkræve nogen omkostninger fra investorer.


ENGLISH SUMMARY

This summary is made up of disclosure requirements known as “Elements.” These elements are numbered in Sections A–E (A.1–E.7). This

summary contains all the Elements required to be included in a summary for these types of securities and issuer (new issue of shares with

preferential rights for existing shareholders, rights issue). Because certain Elements do not need to be addressed, there may be gaps in

the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of

securities and issuer, it is possible that no relevant information can be provided regarding the Element. In this case, a brief description of

the Element is included in the summary denoted as “not applicable.”

Section A - Introduction and warnings

A.1 Warning This summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court of law, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Financialintermediaries

Not applicable. Financial intermediaries are not authorized to use the Prospectus for subsequent resale or final placement of securities.

Section B - Information about the issuer

B.1 Legal name and trade name

The Company’s corporate name is ViroGates A/S, corp. ID no. 25734033. The Company uses the trade name ViroGates.

B.2 Domicile and legal form of the issuer

The Company ViroGates A/S is a public limited company, founded in Denmark. The Company is based in Birkerød, Denmark. The Company's form of association is governed by the Danish Companies Act.

B.3 Principle operations ViroGates is a Danish medical technology company that develops and markets suPARnostic®, a blood test used to assess whether patients are in need of emergency care, thereby giving nurses and other healthcare providers the tool to assess whether to admit or discharge patients from the Emergency Department. The products have the ability to quickly analyse the protein suPAR which provides independent health assessment and reflects the level of immune system activity.

ViroGates products monitors the activation of the immune system, and most, if not all, diseases have an underlying inflammatory component. The quantitative test enables assessment of whether a patient or individual is or is not suffering from chronic inflammation and immune activation, thereby indicating whether disease is present, the severity of the disease, as well as the prognosis and progression of disease.

More than 500 peer reviewed publications have been completed studying the characteristics of suPAR (many in leading journals including Nature Medicine, JAMA and New England Journal of Medicine). Moreover, 300,000 samples have been measured, of which more than 50,000 have been in Acute Care.

In the Emergency Department, the clinical value of the assessment of low level of suPAR is:

• More patients can safely be discharged from the hospital. • Significant reduction in admissions due to improved medical decision process. • On average, patients stay 6,5 hours shorter at the hospital when suPAR testing is performed compared to control

group. This translates into significant savings of EUR >27 billions in selected markets in the western world.

The clinical value of the assessment of high level of suPAR is:

• Identification of high risk patients – leading to earlier intervention. Today, hospitals often risk sending high risk patients home. They are then readmitted with more progressed disease, resulting in more expensive treatment with worse outcome.

• Identification of e.g. occult cancer can improve treatment efficacy and overall survival. • Better risk estimation = better personalized treatment and improved outcomes.

In the Acute Care market the Company estimates that patient potential is set at 2.5% of the general population/uptake area and with a pricing of EUR 20 per test conducted in Europe and North America (NA) and EUR 10 per test for the rest of the world (RoW), the total estimated market potential for suPAR testing in the Acute Care market globally amounts to in excess of EUR 1 billion annually.


B.4a Trends The IVD market is driven by a number of societal macroeconomic factors; unsustainable healthcare spending, aging population, growth of chronic diseases, growth of emerging technologies and decentralized healthcare.

Unsustainable increase in healthcare spendingAssociated healthcare cost is expected to reach approximately USD 12 trillion globally by 2022. This trend is, however, unsustainable and the healthcare providers needs to improve efficiency in the system. Additionally, healthcare cost in emerging economies is expected to account for 1/3 of the global spending by 2022.

Growth in aging populationPeople are getting older which means that the population of people age 60 and older is steadily increasing, on a global basis. An increasing population of elderly means there will be more people developing serious health conditions, resulting in need for long time care, thereby increasing the demand for diagnostic products and services.

Growth in emerging economiesEmerging economies have seen an increase in healthcare spending, with no signs of slowing down. It is expected that in line with improved infrastructure, economy, stable governments and raised standards of living, these economies wants access to the same medical technology and therapeutics seen in developed markets. With growing economies they will have financial resources to support these demands.

Growing number of chronic diseasesThe growing number of chronic diseases are putting a colossal burden on society as a whole and medical systems in particular. The number of people with chronic conditions in the population is foreseen to grow at 45% from 1995 to 2030 and both direct costs of diagnostics and treatments as well as indirect losses in terms of working days are costing society billions of dollars on an annual basis.

Changed way of healthcare deliveryThe way people meet with healthcare providers is changing. What usually has been delivered via hospitals and doctors offices, is now also available at retail- and community-based clinics for non-emergency and non-surgical conditions, by telemedicine as well as internet-based appointments. The decentralization of the healthcare system creates possibilities for the IVD market due to the fact that tests now can be carried out in more places. Especially POC testing with instant results has a lot to win because of this development considering that tests can now be done where the patient is, reducing the need for central laboratories.

B.5 Group structure Not applicable. ViroGates A/S is not part of any group.

B.6 Ownership structureList of shareholders as of the date of this Prospectus

Shareholders > 5% ownership (Main Owners)Number of

common sharesNumber of

votesPercent shares

and votes

N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen) 642,715 642,715 29.08%

Kim Ginnerup ApS (Kim Ginnerup) 242,688 242,688 10.98%

4AM ApS (Lars Krogsgaard, Board member) 242,688 242,688 10.98%

The Way Forward ApS (Mads Kjær) 188,183 188,183 8.51%

JEO Holding ApS (Jesper Eugen-Olsen, CSO) 159,769 159,769 7.23%

Montela AB (Peter Benson) 147,838 147,838 6.69%

Scanafric A/S (Peter Vagn Jensen) 117,704 117,704 5.33%

Sum shareholders with > 5% ownership 1,741,585 1,741,585 78.80%

Others 468,587 468,587 21.20%

Total 2,210,172 2,210,172 100.00%

* all companies mentioned above are 100% owned by the individual in the parentheses


B.7 Summary of financial information

Income statement for ViroGates A/S

January - March Full year

reviewed unaudited audited

DKK´000 2018 2017 2017 2016

Net revenue 574 1,202 2,441 3,686

Gross profit/loss -1,574 -460 -4,265 -3,502

Operating loss -2,748 -1,300 -7,691 -6,937

Loss before tax -2,964 -1,309 -7,697 -6,898

Loss for the period -2,312 -1,021 -5,987 -5,403

Comments on the selected financial information for ViroGates A/SFor the comments on the three-month period ended 31 March 2018 compared to the three-month period ended 31 March 2017 the following applies: Amounts which are stated without parenthesis refer to the period 1 January, 2018 to 31 March, 2018 while amounts within parenthesis refer to the period 1 January, 2017 to 31 March, 2017. For the comments on year ended 31 December, 2017 compared to the year ended 31 December, 2016 the following applies: Amounts which are stated without parenthesis refer to the period 1 January, 2017 to 31 December, 2017 while amounts within parenthesis refer to the period 1 January, 2016 to 31 December, 2016.

Revenues decreased to TDKK 574 during the first quarter fiscal year 2018, from TDKK 1,202 the previous fiscal year. This was mainly due to the impact of the new Sundhedsplatform implemented from the second quarter 2017 in the capital region of Denmark, which meant that the ordering of suPAR tests at the largest account changed from automatically to be ordered manually as a separate process. This led to a decrease in the test volume. The problem has not been solved yet but risk mitigation in terms of information and reminders to the Acute Care staff has been put in place and the Company expect volumes to increase over the next quarters. Cost of sales remained at the same level as the first quarter of 2017. Other external expenses increased to TDKK 2,083 (TDKK 1,577), mainly driven by the costs of R&D. Personnel expenses increased to TDKK 1,143 (TDKK 816) during the first quarter of fiscal year 2018, mainly because of an increase in the number of full time employees. During the first quarter of fiscal year 2018 the Company showed an operating loss of TDKK 2,748 (TDKK 1,300).

Revenues for the full fiscal year 2017 decreased to TDKK 2,441 (TDKK 3,686) due to the impact of the new Sundhedsplatform implemented from the second quarter 2017. The Company expects that the impact in 2018 will be slightly less. Cost of sales remained at the same level as the fiscal year 2016. Other external expenses decreased to TDKK 6,435 (TDKK 6,832) in fiscal year 2017, mainly due to costs relating to the Company’s investment in the Acute Care interventional study, mainly conducted in 2016. Personnel expenses amounted to TDKK 3,308 (TDKK 3,336) during the fiscal year. In fiscal year 2017, ViroGates recorded an operating loss of TDKK 7,691 against an operating loss of TDKK 6,937 in fiscal year 2016.

As of 31 March 2018, the Company had cash and cash equivalents amounting to TDKK 10,264, and current liabilities amounting to TDKK 13,499 of which TDKK 10,893 is a convertible loan from the shareholders.

Significant events since 31 March 2018Since 31 March 2018, no events have occurred which could materially change the assessment of the quarterly or of the annual report.

B7 - Balance sheet for ViroGates A/S



DKK´000 2018 2017 2017 2016

Assets

Tangible fixed assets 211 206 243 232

Fixed asset investments 110 108 108 105

Fixed assets 321 314 350 337

Inventories 601 561 694 451

Receivables 2,997 3,351 2,467 3,386

Cash and cash equivalents 10,264 6,053 1,466 7,823

Current assets 13,863 9,965 4,627 11,660

Assets 14,184 10,279 4,978 11,997

Equity and liabilities

Equity 685 7,963 2,997 8,985

Liabilities 13,499 2,316 1,980 3,012

Equity and liabilities 14,184 10,279 4,978 11,997


B7 - Cash flow statement for ViroGates A/S



DKK´000 2018 2017 2017 2016

Cash flows from operating activities -2,095 -1,769 -6,224 -6,677

Cash flows from investing activities 0 0 -132 -2

Cash flows from financing activities 10,893 0 0 0

Change in cash and cash equivalents 8,798 -1,769 -6,357 -6,679

Cash and cash equivalents at beginning of period 1,466 7,823 7,823 14,502

Cash and cash equivalents at end of period 10,264 6,053 1,466 7,823

Specification of cash and cash equivalents at end of period


Cash and cash equivalents, net debt 10,264 6,053 1,466 7,823

B7 - Key indicators for ViroGates A/S



DKK´000 2018 2017 2017 2016

Net sales 574 1,202 2,441 3,686

Operating earnings -2,748 -1,300 -7,691 -6,937

Earnings before tax -2,964 -1,309 -7,697 -6,898

Net earnings -2,312 -1,021 -5,987 -5,403

Earnings per share before dilution (DKK/share) 0 0 0 0

Earnings per share after dilution (DKK/share) 0 0 0 0

Average number of shares before dilution 2,210,172 2 210 172 2,210,172 2,210,172

Average number of shares after dilution 2,427,687 2,423,287 2,426,587 2,422,187

Equity ratio, % 5 77 60 75

Dividend per share (DKK/share) 0 0 0 0

Number of employees end of period 4 4 4 4


B.8 Selected pro-forma financial statements

Not applicable. This Prospectus contains no pro-forma financial statements.

B.9 Profit/Loss forecast Not applicable. This Prospectus contains no profit/loss forecast.

B.10 Audit remarks Not applicable. There are no remarks in the audit reports regarding the historical financial information that is presented in this Prospectus.

B.11 Working capital According to the assessment by the Board of Directors, the working capital as per 31 March 2018 is insufficient for the capital need the next twelve months. Given the current business plan, the Company estimates that the deficit in the working capital for the next twelve months amounts to around TDKK 15,000.

The working capital needs for the next twelve months is to be met by the net receipts from issue of new shares carried out in connection with the Offering, which could provide the Company with a minimum of DKK 45.7 million and a maximum of DKK 59.9 million after transaction costs and after deduction of outstanding debt that existing shareholders have signed statements of intent for conversion for a total of DKK 11.2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds). It is the Company s long term financial objective to be cash flow positive by the end of 2020.

In the event that the Offering is not carried through, the Company will review its current business plan, and raise new equity through existing major shareholders and new investors.

Section C - Information about the securities offered

C.1 Securities offered Shares in ViroGates A/S. Subscriptions under the Offering are made in the Temporary ISIN DK0061030657, which will be merged into the Permanent ISIN DK0061030574 upon completion of the Offering.

C.2 Denomination The shares are denominated in Danish Krone, DKK.

C.3 Number of shares and nominal value

The share capital of the Company amounts at the date of this Prospectus to DKK 2,210,172 divided into 2,210,172 shares, each with a quota value of DKK 1. All shares are fully paid.

C.4 Rightsassociatedwith thesecurities

Each share entitles to one vote at the General Meeting. All shares convey equal rights to the Company’s assets and earnings. At General Meetings, each shareholder may vote for the full number of shares that he/she owns or represents without restrictions to the voting rights. Shareholders’ rights can only be changed by the General Meeting in accordance with law.

C.5 The securities transferability

Not applicable; the shares are not subject to restrictions on transferability.

C.6 Admissionfor trading

Not applicable. The shares will not be admitted to trading on a regulated marketplace. The Board of Directors of ViroGates has applied for admission to trading of the shares in ViroGates on Nasdaq First North Denmark, a multilateral trading facility which does not have the same legal status as a regulated marketplace. The first day of trading is planned to be the 26 June, 2018. One condition for approval is that the requirements for the distribution- and free float of the Company’s shares have been met at latest on the day when trading is commenced.

C.7 Dividendpolicy

Historically no dividends have been paid by the Company and no proposals on dividends to shareholders will be submitted until long-term profitability has been achieved.

Section D - Risks

D.1 Main risks related to the issuer or the industry

Risks related to the Company and the Industry includes:

There is a risk that the Company will not succeed in its commercialization strategyViroGates finds itself in an initial commercialization phase and has to date generated only limited sales revenues and expects to report a loss over the next few years. Consequently, the Company is dependent on successful development and commercialization efforts to a greater extent than an established company with established sales. If the commercialization of the Company’s products is delayed, becomes more expensive or fails, this could have a significant impact on the Company s operations.

The Company is dependent on intellectual property rightsViroGates is dependent on its capacity to file and maintain patents to protect intellectual property and specific knowledge. ViroGates files patent applications and registers brands and trademarks continuously to cover the method and products that the Company develops in selected markets if this is deemed crucial for the Company’s future development. There is a risk that current or future patent applications may not result in patents being approved. Furthermore, the sector in which ViroGates operates is characterized by rapid technological development. Consequently, there is always a risk that new technologies and products will be developed that circumvent or replace the Company’s present and future patents or other intellectual property rights, which can have a negative effect on the Company s operations. ViroGates is exposed to the risk for litigation, investigations and other proceedings.


D.1 - Dependency on subcontractors and distributorsViroGates is a research and development-intensive company with a limited in-house organization and is therefore highly dependent on collaborations with external partners to conduct its operations. ViroGates is, and will remain, dependent on collaboration with other players for the manufacture of the Company’s products. If one or more of the Company’s suppliers were to discontinue its cooperation with ViroGates, or if production disruptions, such as delayed deliveries, delays in automation of the production process for the tests or issues of quality, were to arise, this could cause follow-on problems vis-à-vis ViroGates undertakings towards its customers. This could damage ViroGates reputation, causing losses of customers, impaired gross margins and decreased revenues. Having distribution agreements in place, as ViroGates does for certain markets, for the sale of the Company’s products also entails a risk that the distributor does not fulfill its obligations and that the agreement must be terminated. Termination of an agreement can lead to an unexpected decline in sales and thus have a negative impact on the Company’s business, earnings and financial position. There is also a risk that the Company’s products may not gain the necessary focus among the selected distributors to achieve sufficient future sales growth.

The Company is exposed to risks associated with disputesDisputes, claims, investigations and proceedings might lead to ViroGates having to pay damages or cease certain practices. ViroGates might become involved in disputes within the framework of its normal business activity and risks being subject to claims in suits concerning patents and licenses or other agreements. In addition, directors, employees or affiliates, might become subject to criminal investigations and proceedings. Such disputes, claims, investigations and proceedings can be time consuming, disrupt normal operations, involve large claim amounts and result in considerable costs. Moreover, it can often be difficult to predict the outcome of complex disputes, claims, investigations and proceedings. As a result, disputes, claims, investigations and proceedings could have a material adverse effect on the Company’s business, financial condition and results of operations.

Dependency on key individualsViroGates is to a large extent dependent on a number of key individuals. The possible loss of any of these individuals could lead to the development or commercialization of the Company’s products being delayed or diminished. The loss of key employees could, in the short term, have a negative impact on the Company’s business, earnings and financial position.

The Company s products are subject to constant review by authoritiesBecause ViroGates research and development, production and marketing are subject to constant review by authorities, there is a risk that the Company’s current permits may not be renewed on the same terms as previously. There is also a risk that such permits may be revoked or limited. Changes to legislation, insurance systems or permit rules, problems discovered with a product or at a manufacturer can thus negatively impact ViroGates business, earnings and financial position.

The Company operates in a competitive industryThere are competitors within the Company’s area of operations for the testing of immune system activation and there is a risk that new companies are set up with greater capital and skills. Increased competition could contribute to lower prices and, consequently, a weaker margin for ViroGates. This could adversely affect ViroGates operations, earnings and financial position.

The Company may be forced to raise additional capital in the futureAlthough the process to raise capital, implemented in early 2018 through the issuing of a convertible loan of DKK 11 million, strengthened ViroGates financial position considerably, there is a risk that the Company will need additional financing in the future. Access to additional financing is affected by several factors including market terms, the general availability of credit, as well as ViroGates creditworthiness and credit capacity. Disruptions and uncertainty in the credit and capital markets can further limit access to additional capital. There is also a risk that the Company in the future may not have sufficient income or positive cash flow to maintain its operations.

D.3 Main risks related to the securities

Risks related to the securities includes:

Share price developmentAn investment in securities is always associated with risk and risk-taking. Since a stock price both can rise and fall it is not certain that a shareholder can get back the invested capital. Prior to the Offering, there is no public market for the ViroGates shares. There is a risk that an active and liquid market will not develop or, if such a development takes place, it will not last after the Offering is carried out. The price in the Offering does not necessarily reflect the price that investors in the market are willing to buy and sell the shares for after the Offering.

MarketplaceViroGates has applied for admittance to trading of the Company s Shares on Nasdaq First North Denmark which is a multilateral trading facility, owned by Nasdaq. It does not have the same legal status as a regulated market. Companies on Nasdaq First North are regulated by a specific regulatory framework and do not have the same legal requirements for trading as on a regulated market. The Market Abuse Regulation, MAR, applies, however, on both regulated markets as well as MTF platforms (Nasdaq First North). An investment in a company traded on Nasdaq First North is riskier than an investment in a publicly listed company at a regulated market and an investor could lose part or all of its investment.


D.3 - Owners with significant influenceThe shareholders that after the Offering will hold significant shareholdings in the Company may exercise a significant influence in matters that are subject to shareholder approval. These shareholders’ interests can fully or partially differ from other shareholders interests. Further, such shareholders will be represented in the Company’s Board of Directors.

Future dividendAny future dividends, and the amount of such, are dependent on, among other things, the Company’s future earnings, financial condition, working capital requirements and liquidity. Dividends are decided by the Annual General Meeting following a proposal from the Board of Directors. There is a risk that ViroGates in the future will not distribute dividends.

Section E - Offering

E.1 Issue proceeds and issue costs

In connection with the Offering, the Company is carrying out a capital increase through issuance of Offer Shares that is expected to raise gross proceeds of a minimum of DKK 48.8 million and a maximum of DKK 63.8 million, and net proceeds of a minimum of DKK 45.7 million and a maximum of DKK 59.9 million following deductions of the Company’s transaction costs (including fees to the Company’s advisers), which are estimated to DKK 3.1 - 3.8 million. The gross and net proceeds do not include the conversion of debt that existing shareholders have signed statements of intent for conversion for a total of DKK 11.2 million. The conversion of debt, which was raised in Q1 2018, concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds).

E.2a Motive and use of proceeds

ViroGates has come to a point where clinical uncertainty has been eliminated, the product portfolio has been documented to have value, the product portfolio is adequate to meet the needs of hospitals and the Company has generated the initial pull from the international Acute Care market. ViroGates therefore needs to leverage this momentum and engage adequate commercial forces to execute on the market opportunities.

Use of proceeds• 60-70% - will be used for commercial execution, meaning building a sales organization in the European markets

where regulatory approval has been established for the suPARnostic® products. Commercial efforts will also be directed towards building partnering competencies in the US market to work in a close manner with integrated health plans (typically operating both the health insurance market and private hospitals). In selected markets where distribution partners are operating, resources will be spent to educate and monitor the business performance of such partners.

• 10-20% - will be used to secure necessary product development. While ViroGates expects to launch the su-PARnostic® Turbilatex product by Q3 2018, this will initially be available for the Roche Cobas Platform, but the underlying assay can be adapted to any turbidimetric platform. Hence, further development resources at the Company s development lab will be spent to secure the migration to platforms from other leading producers, such as the Architect platform from Abbott, the Centaur Platforms from Siemens, the Vidas from BioMérieux etc. Furthermore, ViroGates will further develop the suPARnostic® Quick Triage product such that it will be able to run full blood samples from a finger prick.

• 5-10% - will be used to generate additional clinical documentation in the form of interventional data from studies securing even more precise algorithms for the use of suPARnostic® products. It is important to note that additional clinical evidence and documentation will also arise from sales of products to the research community as well as generation of clinical data from clinical use with customers.

• 5-10% - will be used to secure the global coverage of the most recently filed patent on the use of suPARnostic® in the Emergency Department area. The most expensive part of the process is ahead when the Company seeks national granting of the patents.


E.3 Offering forms and conditions

The Offering The Offering comprises a minimum of 659,341 and a maximum of 824,175 newly issued Offer Shares. Subscriptions under the Offering are made in the Temporary ISIN DK0061030657, which will be merged into the Permanent ISIN DK0061030574 upon completion of the Offering.

Offer PriceThe Offer Price has been determined by the Board of Directors in consultation with Västra Hamnen Corporate Finance to DKK 91 per Offer Share. Brokerage commission will not be charged.

Subscription periodApplications to subscribe Offer Shares from the general public are to be submitted during the period of 7 - 20 June, 2018, no later than 4:00 p.m. (CET).

Submission of applications to subscribe Applications to subscribe for Offer Shares in the Offering should be made by submitting the application form enclosed in the Prospectus to the investor’s own account holding bank during the Offer Period. Applications are binding and cannot be altered or cancelled.

Applications should be made for a number of Offer Shares or for an aggregate amount rounded to the nearest Danish krone amount. Subscriptions shall be made for a minimum of fifty (50) Offer Shares, corresponding to a minimum value of DKK 4,500. Only one application will be accepted from each account in VP Securities. For binding orders, the application form must be submitted to the investor’s own account holding bank in complete and executed form in due time to allow the investor’s own account holding bank to process and forward the application to ensure that it is in the possession of Danske Bank A/S, no later than 4:00 p.m. (CET) on 20 June 2018.

Reductions of subscriptionsIn the event that the total number of Offer Shares applied for in the Offering exceeds the number of Offer Shares, reductions will be made as follows:

• (i) With respect to applications for amounts of up to and including DKK 300,000, reductions will be made mathematically. However, no individual allocations will be made for less than fifty (50) Offer Shares.

• (ii) With respect to applications for amounts of more than DKK 300,000, individual allocations will be made.

The Board of Directors will allocate the Offer Shares after agreement upon such allocations with Västra Hamnen Corporate Finance. 467,032 Offer Shares will be allocated to the Cornerstone Investors that have issued irrevo-cable subscription undertakings. 125,898 Offer Shares will be allocated to existing shareholders for conversion of outstanding debt up to a total of DKK 11.5 million, of which signed statements of intent have been collected from holders of DKK 11.2 millon of the outstanding debt.

Subscription undertakings and offset of convertible debt

ShareholderOffset conv.

debt (TDKK)**New capital (TDKK)

Market value Total

(TDKK)% of maxi-

mum Offering

LMK Forward AB* - 10,000 10,000 13.3%

N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)*

4,207 4,000 8,207 10.9%

A & C Følsgaard Invest A/S* - 7,500 7,500 10.0%

Kim Ginnerup ApS (Kim Ginnerup)* 1,578 6,000 7,578 10.1%

4AM ApS (Lars Krogsgaard, Board member)*

1,578 6,000 7,578 10.1%

Vækstfonden* - 7,000 7,000 9.3%

Arve Nilsson* - 2,000 2,000 2.7%

Others 3,885 - 3,885 5.2%

Total 11,247 42,500 53,747 72%

* Cornerstone investors** Conversion of outstanding debt concerns funds already paid and thus will not form a part of the cash received from the Offering (i.e. cash proceeds).

Conditions for the completion of the OfferingCompletion of the Offering is conditional upon the Offering not being withdrawn. The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering take place. The Offering may also be withdrawn if Nasdaq First North Denmark is not satisfied that there will be a sufficiently broad distribution of the Shares to investors, if the free float requirement is not fulfilled or if, for other reasons, the Shares cannot be admitted for trading on Nasdaq First North Denmark.

Any withdrawal of the Offering will be announced immediately through Nasdaq First North Denmark.


E.4 Interests and conflict of interests

Västra Hamnen Corporate Finance is financial advisor and Certified Adviser to the Company. Danske Bank acts as issuing agent in connection with the Offering. Nordnet and Avanza Bank acts as Selling Agent in connection with the Offering. Mazanti-Andersen Korsø Jensen is legal advisor to the Company. Västra Hamnen Corporate Finance, Nordnet and Avanza Bank has an agreed in advance compensation for their services in connection with the Offering. Apart herefrom, there is no financial or other relevant interest in the Offering.

Existing shareholders and external investors have through irrevocable subscription undertakings and signed statements of intent for conversion of outstanding debt, guaranteed in the Offering to subscribe for 590,619 Offer Shares corresponding to an aggregate subscription amount of DKK 53.7 million. Apart from these investors’ interest in the Offering, there are no financial or other interests in the Offering.

E.5 Lock up agreement No sale of existing shares will be made in the Offering.In connection with the Offering, shareholders holding 97.6 percent of the Shares before the Offering have

agreed to enter into lock up agreements obligating the shareholders to not sell, offer for sale, enter into any agreement regarding the sale of, pledge or in any other way directly or indirectly transfer the shares in the Company or other securities exchangeable into shares in the Company or warrants or other options to acquire shares in the Company (together "Company Securities") or to announce the intention to make any such act without the prior written consent of Västra Hamnen Corporate Finance acting as Certified Adviser in the Offering (the “Lock Up Obligation”). Such consent may be granted if deemed reasonable and necessary due to specific matters, e.g. for tax reasons and is not to be unreasonably withheld or delayed by the Certified Adviser.

The Lock Up Obligation shall apply from the first day of trading and for a period of i) three months, ii) six months or iii) one year respectively for shareholders holding i) less than 1 percent (108,468 Shares, 4.9% of total Shares), ii) between 1 and 10 percent (920,502 Shares, 41.6% of total Shares), or iii) more than 10 percent (1,128,091 Shares, 51.0% of total Shares) of the existing share capital prior to the Offering.

E.6 Dilution effect Through the Offering, the number of shares in the Company may increase to a maximum of 3,034,347 shares, corresponding to a dilution of 27 percent.

E.7 Costs charged to investors

Not applicable; no costs will be charged to investors.


Risk factors

An investment in shares is always associated with risk. A number of factors outside ViroGates control, alongside a number of factors

which affects the Company can influence through its actions, may have a negative impact on the Company’s operations, results of opera-

tions and financial position, which may imply a reduction in the value of the Company s shares resulting in that shareholders lose all or

parts of their invested capital. Accordingly, when judging ViroGates future progress, apart from considering positive progress, it is also

important to consider the risks of the Company’s operating activities.

It is not possible to describe all the risk factors relevant to the Company in this section. Hence, an overall evaluation must also include

other information in this Prospectus, alongside a general evaluation of external factors. The risks and uncertainty factors considered to

be potentially significant to ViroGates future performance are outlined below. The risks are not indicated in order of importance and

are not intended to be comprehensive or complete. Additional risks and uncertainty factors of which ViroGates is currently unaware of

may also develop into significant factors influencing the Company’s operations and future performance.

OPERATIONAL AND SECTOR-RELATED RISKS

ViroGates is a development company with limited

historical revenues

ViroGates finds itself in an initial commercialization phase and

has to date generated only limited sales revenues and expects

to report a loss over the next few years. Consequently, the

Company is dependent on successful development and com-

mercialization efforts to a greater extent than an established

company with established sales. If the commercialization of

the Company’s products is delayed, becomes more expensive

or fails, this could have a significant adverse impact on the

Company s operations.

Approval by authorities

ViroGates operations are dependent on the Company’s prod-

ucts and method being approved through clinical trials and/or

decisions by public authorities. There is a risk that various trials

do not have positive outcomes, and that applications for prod-

uct or sales approval will not be granted. Demands for addi-

tional clinical studies, trials or product modification may be

necessary to secure approval. Such supplementary procedures

may both delay and increase the cost of a new product. In the

event that ViroGates encounters problems securing or retain-

ing the permits or approvals it already holds, this may impact

ViroGates business, earnings and financial position negatively.

Clinical acceptance

There is a risk that ViroGates products and method will not

gain clinical acceptance and will thus not be introduced in

accordance with national clinical guidelines. If clinical accep-

tance of the method is not achieved, this will have a consider-

able negative impact on future sales growth and, consequently,

on the Company’s business, earnings and financial position.

International sales

ViroGates operations are based on a large proportion of the

Company’s future sales being generated outside Denmark.

International expansion brings uncertainty and imposes

considerable demands on organization and resources. The

expenses for establishing proprietary local sales companies, if

deemed to be the appropriate strategy, are considerable and

will have an adverse impact on the Company s earnings.

Patents, other intellectual property rights and their

protection

ViroGates is dependent on its capacity to file and maintain

patents to protect other intellectual property and specific

knowledge. ViroGates files patent applications and registers

brands and trademarks continuously to cover the method and

products that the Company develops in selected markets if

this is deemed necessary for the Company’s future develop-

ment. There is a risk that current or future patent applications

may not result in patents being approved and issued.

There is always a risk that ViroGates’ competitors, whether

intentionally or not, will infringe the Company’s patents. If

deemed necessary, the Company will defend its patents and

other intangible rights by means of legal proceedings. How-

ever, there is a risk that ViroGates may be unable to fully assert

its rights in a court case. This could have a considerable nega-

tive impact on the Company’s business, earnings and financial

position.

Furthermore, the sector in which ViroGates operates is

characterized by rapid technological development. Conse-

quently, there is always a risk that new technologies and prod-

ucts will be developed that circumvents or replace the Compa-

ny’s present and future patents or other intellectual property

rights.

The Company is dependent on ensuring that trade secrets

which are not covered by patents or other intellectual prop-

erty rights can also be protected, including among other things

information regarding inventions for which patent applications

have not yet been filed. The employees of the Company and

its cooperating partners are normally subject to confidentiality

undertakings but there is always a risk that someone who has

access to information of great value to the Company dissemi-

nates or uses the information in a way which renders it impos-

sible for the Company to obtain a patent, or otherwise dam-


ages the Company from a competition perspective, which may

have a negative effect on the Company’s business, earnings and

financial position.

ViroGates is exposed to risk in relation to litigation,

investigations and other proceedings

Disputes, claims, investigations and proceedings might lead

to ViroGates having to pay damages or cease certain prac-

tices. ViroGates might become involved in disputes within the

framework of its normal business activity and risks being sub-

ject to claims in suits concerning patents and licenses or other

agreements. In addition, directors, employees or affiliates,

might become subject to criminal investigations and proceed-

ings. Such disputes, claims, investigations and proceedings can

be time consuming, disrupt normal operations, involve large

claim amounts and result in considerable costs. Moreover,

it can often be difficult to predict the outcome of complex

disputes, claims, investigations and proceedings. As a result,

disputes, claims, investigations and proceedings could have a

material adverse effect on the Company’s business, financial

condition and results of operations.

Dependency on subcontractors and distributors

ViroGates is a research and development-intensive company

with a limited in-house organization and is therefore highly

dependent on collaborations with external partners to con-

duct its operations. ViroGates is, and will remain, dependent

on collaboration with third parties for the manufacture of the

Company’s products. If one or more of the Company’s suppli-

ers were to discontinue its cooperation with ViroGates, or if

production disruptions, such as delayed deliveries, delays in

automation of the production process for the tests or issues

of quality, were to arise, this could cause follow-on problems

vis-à-vis ViroGates undertakings towards its customers. His-

torically, none of the above-mentioned events have occurred,

but it can not be excluded that it will not happen in the future.

This could damage ViroGates reputation, causing losses of

customers, impaired gross margins and decreased revenues.

Having distribution agreements in place, as ViroGates does

for certain markets, for the sale of the Company’s products

also entails a risk that the distributor does not fulfill its obliga-

tions and that the agreement is terminated. Termination of an

agreement can lead to an unexpected decline in sales and thus

have a negative impact on the Company’s business, earnings

and financial position. There is also a risk that the Company’s

products may not gain the necessary focus among the selected

distributors to achieve sufficient future sales growth.

Delayed launches

ViroGates continuously works to further develop its product

offering and to introduce it to new markets. A possible delay

in development and marketing activities or regulatory approv-

als could also cause a delay in the launch of the Company’s

current and future products. Consequently, there is a risk that

such delays will arise, which could have negative consequences

for ViroGates future business, earnings and financial position.

Permits and legislation

Because ViroGates research and development, production

and marketing are subject to constant review by authorities,

there is a risk that the Company’s current permits may not be

renewed on the same terms as previously. There is also a risk

that such permits may be revoked or limited. Changes to legis-

lation, insurance systems or permit rules, problems discovered

with a product or at a manufacturer can thus negatively impact

ViroGates business, earnings and financial position.

New methods

Considerable resources are currently being assigned to finding

new methods within testing for immune activation. Although

research in ViroGates area of application has been in progress

for several years and significant clinical documentation in this

area has been accumulated, it is possible that new methods

could appear that might compete with the Company’s method

for testing for immune activation. This would adversely affect

ViroGates business, earnings and financial position.

Dependency on key individuals

ViroGates is to a large extent dependent on the CEO, Jakob

Knudsen, as well as the founder and CSO, Jesper Eugen-Olsen.

The possible loss of any of these individuals could lead to the

development or commercialization of the Company’s prod-

ucts being delayed or diminished. The Company’s capacity

to retain and recruit qualified employees is important in safe-

guarding the level of competence within ViroGates. ViroGates

has entered into employment agreements with key individuals

on what it considers to be market terms. Nonetheless, there

is a risk that the Company will not be able to retain these key

individuals and the loss of any of them could have a negative

impact on the Company’s business, earnings and financial posi-

tion.

Competition

There are competitors within the Company’s area of opera-

tions for the testing of immune system activation and there is

a risk that new companies are set up with greater capital and

skills. Increased competition could contribute to lower prices

and, consequently, a weaker margin for ViroGates. This could

adversely affect ViroGates business, earnings and financial

position.

Product liability and insurance coverage

ViroGates operations involve trials, marketing and sales of

medical technology products, which means that ViroGates


risks having to remedy, compensate, recall or buy back prod-

ucts that fail to work as intended. There is a risk that the

Company, as the legal manufacturer, could be held liable if

a product was to cause personal injury or damage to prop-

erty. To counteract this risk, ViroGates holds product liabil-

ity insurance that, in the Company’s view, provides adequate

insurance against current product liability risks. New prod-

uct liability insurance policies are secured on an ongoing

basis to the extent deemed necessary. Despite this, there is

a risk that the Company’s current or future insurance cover

may not be sufficient for potential product liability claims

that may arise. Consequently, there is a risk that such claims

may impact ViroGates business, earnings and financial posi-

tion negatively. It could also prove to be the case that the

Company has otherwise lacked sufficiently comprehen-

sive insurance and may not be fully insured against all risks,

which could have a negative impact on ViroGates business,

earnings and financial position.

Political risks

The Company’s research and development activities are initi-

ated and coordinated from Denmark. Activities, however, take

place in different countries thereby using collaboration partners

eventually intended to generate global sales of medical technol-

ogy products. Risks may arise as a result of changes in legisla-

tion, taxation, customs and excise duties, exchange rates and

other conditions applying to companies active on international

markets. The Company will also be affected by factors relating

to political and economic uncertainty in these countries. The

aforementioned factors could have negative consequences for

the Company’s business, earnings and financial position.

FINANCIAL RISKS

Currency risk

Currency risk may affect the Company’s equity and earnings

through fluctuations in exchange rates. Currency exposures

occur in connection with payment flows in currencies other

than the Company’s functional currency, i.e. Danish kroner.

Currently, the Company s currency exposure relates primarily

to the euro. Exchange rate fluctuations in the currencies con-

cerned could therefore have an impact on the Company’s earn-

ings capacity, earnings and financial position.

Credit risks

When ViroGates sells its products to customers, it incurs a risk

of payment not being made. Although the Company has guide-

lines to ensure that sales are made to customers with a suitable

credit history, the Company’s credit risks may have a negative

impact on the Company’s business, earnings and financial posi-

tion.

Liquidity risks

Liquidity risk refers to the risk that ViroGates, due to short-

age of funds, will be unable to meet its financial commitments

or will be less able to conduct its business efficiently. Viro-

Gates liquidity is affected by factors including payment terms

on credit provided to customers and on credit received from

suppliers. There is a risk that, due to events as yet unknown,

the Company may experience a shortage of funds that, in turn,

could have a negative impact on the Company’s business, earn-

ings and financial position.

Cyclical factors

External factors such as supply and demand, cyclical upswings

and downturns, inflation and interest rate fluctuations may

have an impact on revenues and operating expenses. Due to

ViroGates international business, expenses and future rev-

enue may be adversely affected by such factors, which lie

outside the Company’s control and may consequently have a

negative effect on the Company’s operations and profitability.

Risks associated with future earnings capacity

Primarily due to the significant development and market-

ing costs initially required by its products, the Company has

reported losses since its inception. ViroGates future growth

and profitability, including its possibility to achieve the finan-

cial objectives described in the section “Company overview – Long Term Financial objective”, is, inter alia, dependent on

the users of the Company’s product for testing immune activa-

tion. There is a risk that the Company’s method may not pen-

etrate new markets to a sufficient extent for the Company to

be able to achieve future profitability.

Risks associated with future capital needs

Although the process to raise capital implemented in early

2018 through the issuing of a convertible loan of DKK 11 mil-

lion, strengthened ViroGates financial position considerably,

there is a risk that the Company will need additional financing

in the future. Access to additional financing is affected by sev-

eral factors including market terms, the general availability of

credit, as well as ViroGates creditworthiness and credit capac-

ity. Disruptions and uncertainty in the credit and capital mar-

kets can further limit access to additional capital. There is also

a risk that the Company in the future may not have sufficient

income or positive cash flow to maintain its operations.

Tax risk

ViroGates conducts business in several countries and, to the

knowledge of the Board, the operations both in Denmark and

abroad comply with current tax legislation. However, there is a

risk that the Company’s interpretation of such tax regulations


is incorrect or that the legislation will be changed, possibly ret-

roactively. The Company’s previous or current tax situation

may therefore change as a consequence of decisions by Danish

or foreign tax authorities and this may have a negative impact

on the Company’s business, earnings and financial position.

The Company has accumulated tax losses from previous

fiscal years. The Company s ability to use the deficits may be

limited, in whole or in part, by changes in ownership entailing

changes in the decisive control of ViroGates. There is also a

risk that the Danish Tax Agency may reassess previous years’

tax returns with the result that the deficits are reduced. Such

reassessment may be announced within six years of the end

of the calendar year in which the tax year expired. The oppor-

tunities to use the deficits may also be affected by changes in

legislation or legal practice.

The Company has not recognized any deferred tax assets

on account of the deficits. It should be noted, however, that

the Company could find itself in a tax-paying position earlier

than expected if the possibility of using the deficits is limited.

RISKS RELATING TO THE OFFERING AND THE SHARES

Share price development

An investment in securities is always associated with risks and

risk-taking. Due to share price fluctuations it is not certain

that shareholders can get a positive return on their invested

capital. Prior to the Offering, there is no public market for the

Company s Shares. There is a risk that an active and liquid mar-

ket will not develop or, if such a development takes place, it will

not last after the Offering is carried out. This can sometimes

mean that the shares are not traded daily, and that the difference

between bid and ask prices can be high. In the case of ‘liquidity

stress’, this can cause difficulties for the shareholders of Viro-

Gates to change their holdings. The price per Offer Share in the

Offering is determined by the Board of Directors. This price does

not necessarily reflect the price that investors in the market are

willing to buy and sell the Offer Shares for after the Offering. An

investment in ViroGates shares should be preceded by a careful

analysis of the Company, its competitors and the business envi-

ronment, general information about the industry, the general

economic situation and other relevant information.

Marketplace

The Shares are to be admitted to trading on Nasdaq First

North Denmark with an anticipated first day of trading on 26

June, 2018. Nasdaq First North is a multilateral trading facil-

ity, owned by Nasdaq. It does not have the same legal status

as a regulated market. Companies on Nasdaq First North are

regulated by a specific regulatory framework and do not have

the same legal requirements for trading as on a regulated mar-

ket. The Market Abuse Regulation, MAR, applies, however, on

both regulated markets as well as MTF platforms (Nasdaq First

North). An investment in a company traded on Nasdaq First

North is riskier than an investment in a publicly listed company

at a regulated market and an investor could lose part or all of

its investment.

Future dividend

Any future dividends, and the amount of such, are dependent

on, among other things, the Company’s future earnings, finan-

cial condition, working capital requirements and liquidity. Div-

idends are decided by the Annual General Meeting following a

proposal from the Board of Directors. There is a risk that Viro-

Gates in the future will not distribute dividends.

Owners with significant influence

The Main Owners will together hold 78.8 percent of the share

capital and voting rights before the Offering. Even after the

Offering, these owners will hold significant shareholdings

in the Company. Consequently, these owners, if they act in

concert, can exercise a significant influence in matters that

are subject to approval by the shareholders of the Company.

These shareholders’ interests can fully or partially differ from

other shareholders interests.

Existing shareholders selling may affect the price

The price of ViroGates Shares may drop if there is extensive

sale of Shares in the Company, especially sales made by the

Company’s directors, executives or major shareholders, or

when a larger number of shares are sold. Sales of large amounts

of Shares by the Main Owners, or the perception that such

sales could occur, could lead to a drop in price for the Share.

The Main Owners are committed to, with certain exceptions,

and six months (Main Owners with shareholdings between 1

and 10 percent) or one year (Main Owners with shareholdings

of more than 10 percent, ‘Lock Up’) from the first day of trad-

ing, not to sell their Shares or otherwise enter into transac-

tions with similar effect. Although the Lock Up obligations

restricting the opportunity for shareholders who are subject

to such Lock Up to sell their Shares, Västra Hamnen Corporate

Finance may decide to lift the restrictions during this period.

Such consent may be granted if deemed reasonable and neces-

sary due to specific matters, e.g. for tax reasons and is not to

be unreasonably withheld or delayed by the Certified Adviser.

After the applicable Lock Up period has expired, the share-

holders affected by the Lock Up agreement will be permitted

to sell their Shares in ViroGates. Sales of large number of Viro-

Gates Shares by the Main Owners after the end of the Lock

Up period, or the perception that such sales will occur, could

result in a significant decrease in the price of the Shares.

INVITATION TO ACQUIRE SHARES IN VIROGATES A/S 27INVITATION TO ACQUIRE SHARES IN VIROGATES A/S 27


Background and reasons

BACKGROUND

ViroGates A/S is a Danish incorporated life science company

that is conducting its operations within the In-vitro (analysis

of blood samples) diagnostics area. ViroGates was founded by

Dr. Jesper Eugen-Olsen along with Dr. Jørgen Thorball and Mr.

Peter Benson who initially saw the potential in the biomarker

research that Dr. Eugen-Olsen was conducting.

ViroGates is specifically measuring the amount of a particu-

lar protein in blood called suPAR1. The Company s products

are based on research that dates back to the late 1990’s. The

Company has continuously created patents related to clinical

properties related to the effects of measuring suPAR. During

the course of the years, ViroGates has learned that suPAR is a

protein expressed when inflammation is present in the body.

Since inflammation is one of the fundamental mechanisms for

the body to react to a latent or manifest stage of disease, this

information can be used to assess the risk status of individuals.

Since the foundation in 2001, ViroGates has invested in

building a product portfolio and establishing clinical evidence

to document the value of ascertaining the suPAR level. This is

evidenced by the more than 300,000 blood samples that have

been analyzed using ViroGates initial product offerings (the

ELISA products) and also the more than 500 scientific articles

that have been published based on research conducted world-

wide using ViroGates products.

During the initial years of the Company, much attention

was devoted to solving problems associated with the pan-

demic infections related to HIV and AIDS. ViroGates went on

to conduct research into pneumonia and other infectious dis-

eases, as well as to the most serious infections such as sepsis.

In recent years the clinical studies related to suPAR have risen

exponentially, and have shown that suPAR is elevated when-

1 Abbreviation for soluble urokinase Plasminogen Activator Receptor

ever inflammation is occuring.

Most recently this has led to studies in the Acute Care field

where patients often come from an unknown background, and

may potentially be suffering from several chronic diseases that

may affect or have an impact on the treatment of the acute

disease for which they are treated or for the medical advice

rendered generally.

ViroGates products, suPARnostic®, can assist physicians

in determining which patients to admit for further care and

which patients to discharge.

ViroGates is also working to broaden the use of suPARnos-

tic® beyond that of the Acute Care functions by introducing

suPARnostic® to the GP sector.

Further on and with the increased desire to take charge of

one’s own health, ViroGates’ products has the potential to be

valuable to healthy individuals with a desire to monitor their

own health status on a general basis. The reason why suPAR-

nostic® can be a useful tool in this respect is the ability to

pick up on low grade inflammation before the inflammation

actually manifests itself in real disease symptoms. This way

the health-conscious individual will be able to alter lifestyle

to accommodate the risk status of that particular individual.

Recent clinical research has shown that changes in lifestyle

such as smoke cessation, healthier diets, exercise etc. actually

affects the suPAR level and hence the individual has a tangible

way of measuring the effect of a change in lifestyle which may

encourage further improvement and focus.

Additionally, ViroGates intends to introduce suPARnos-

tic® in the Post Acute Care market in order to seek to reduce

the number of patients that are discharged only to be readmit-

ted within a short time period thereafter.


REASON FOR THE OFFERING

ViroGates has come to a point where clinical data from large

relevant studies have been conducted successfully.

The product portfolio has been complemented with clini-

cally relevant products, and the product portfolio is now con-

sidered adequate to meet the needs of hospitals.

Following successful implementation trials at numerous

hospitals in different countries the Company is now prepared

to initiate a full commercial launch of its products.

Use of proceeds

The use of proceeds from the Offering will be allocated as

follows:

• 60-70% - will be used for commercial execution, i.e. building

a sales organization in the European markets where regu-

latory approval has been established for the suPARnostic®

products. Commercial efforts will also be directed towards

building partnering competencies in the US market to work

in a close manner with integrated health plans (typically

operating both the health insurance market and private hos-

pitals). In selected markets where distribution partners are

operating, resources will be spent to educate and monitor

the business performance of such partners

• 10-20% - will be used to secure necessary product devel-

opment. While ViroGates expects to launch the suPAR-

nostic® Turbilatex product in Q3 2018, this will initially be

available for the Roche Cobas Platform, but the underlying

assay can be adapted to any turbidimetric platform. Hence,

further development resources at the Company s develop-

ment lab will be spent to secure the migration to platforms

from other leading producers, such as the Architect plat-

form from Abbott, the Centaur Platforms from Siemens,

the Vidas from BioMérieux etc. Furthermore, ViroGates

will seek to develop the suPARnostic® Quick Triage prod-

uct such that it will be able to run full blood samples from a

finger prick.

• 5-10% - will be used to generate additional clinical docu-

mentation in the form of interventional data from studies

securing even more precise algorithms for the use of suPAR-

nostic® products. It is important to note that additional clin-

ical evidence and documentation will also arise from sales of

products to the research community as well as generation of

clinical data from clinical use with customers.

• 5-10% - will be used to secure the global coverage of the

most recently filed patent on the use of suPARnostic® in

the Emergency Department area. The most expensive part

of the process is ahead when the Company seeks national

granting of the patents.

In other respects, reference is made to the full particulars of the Prospectus, which has been prepared by the Board of Directors of Viro-

Gates in connection with the admission to trading of ViroGates Shares on Nasdaq First North Denmark and the Offering made in con-

nection with the admission.

The Board of Directors of ViroGates is responsible for the contents of the Prospectus. It is hereby assured that all reasonable precaution-

ary measures have been taken to ensure that the information contained in the Prospectus, as far as the Board of Directors is aware, cor-

responds to the facts and that nothing has been omitted that would affect its correctness.

Birkerød, 4 June, 2018

ViroGates A/S

Board of Directors

Dr. Lars Kongsbak (Chairman)1

Lars Krogsgaard2 Dr. Jørgen Thorball MD3 Bernd Peter Uder4

1 President and CEO of Samplix A/S2 Private investor and member of the Board of several companies3 Managing partner of XOventure GmbH, and co-founder of ViroGates4 Managing Director of Uder Corporation


Letter from the CEO

ViroGates and its suPARnostic® products can provide savings

of billions of euros annually to healthcare systems. We do so

by helping the hospitals to get the right patients admitted to

hospital and the patients that do not require Acute Care to be

handled in a better way, either via elective appointments at the

ward or in the primary or secondary care functions.

The challenged healthcare systems

One of the primary challenges in health care systems today is

that costs are rising at an unsustainable pace.

In the US each inhabitant pays more than 10,000 USD for

healthcare per year today. If we as a society want to maintain

and improve our health systems and be able to afford new

drugs and more expensive treatments we need to rethink how

we do things.

Our commitment to help

Getting the right patients admitted to hospital care, while

at the same time also discharging the patients that are not in

need of urgent care is a better solution for the healthcare sys-

tems and the patients alike, since patients that are not acutely

in need of care, can get the right care with less risk of getting

hospital acquired infections etc. from staying in the hospital.

At the same time the hospitals can provide better care to oth-

ers if they only need to concentrate on the patients that need

urgent care.

Our products also serve to bridge the gap between patients

who sometimes due to culture or language barriers cannot

clearly communicate accurate symptoms to the physicians.

suPARnostic® is a highly objective tool that allows the phy-

sician an objective view of the patient and thus assures that

important underlying disease is not overlooked.

The solutions we have created

ViroGates is by now ready for growth having completed clini-

cal trials within a range of different disease areas such as infec-

tious diseases, organ failure, cardiac diseases, cancer, diabetes

etc.

We have recently also conducted very large clinical trials

– including the largest biomarker based interventional trial in

Acute Care ever conducted with participation of more than

16,000 patients. We are extremely proud of our collaborations

in this field with leading scientists and doctors worldwide.

The preparations have also included improved product

offerings that ensure that Acute Care departments and hos-

pital labs can more effectively obtain results from the suPAR-

nostic® products. The most recent addition to our product

portfolio, the suPARnostic® Quick Triage, provides results in

just 20 minutes. Furthermore, we expect, in Q3 2018, to launch

a new product suPARnostic® Turbilatex that will allow com-

pletely hands-off handling of the blood samples in the cen-

tral laboratories of the hospitals. This will make it even more

attractive for hospitals to use suPARnostic® since they will get

results in connection with other blood analyses and can make

fast decisions with respect to admission or discharge of the

patients.

Creating an even bigger future for our products

We do not stop at the hospital. We envision a future where

the suPARnostic® products make an even bigger difference for

individuals worldwide. We believe that the knowledge created

by using our products can guide individuals to an improved

quality of life, especially in a world that challenges us in terms

of the development of lifestyle related chronic diseases.

Unlike some of the advanced genetic tests that are getting

more and more popular, our products are not a static picture

of the risk of an individual, but rather a parameter that will

change for the better if the individual improves his or her life-

style.

We have seen an ability to predict the risk of chronic dis-

eases such as cancer, cardiac diseases and type-2 diabetes on a

10-year horizon in one of our studies. We have conducted clin-

ical studies that show that smoke cessation, healthier diets etc.

actually improves the life-expectancy of the individual and we

believe that this knowledge can help individuals to stay moti-


vated to lead a healthier life.

This will in turn also help society since some of the chronic

diseases can be avoided by early intervention, so the total per-

spective for this is significant. We believe that informed indi-

viduals will drive demand for such knowledge about the health

status. We see this trend both in terms of wearables, fitness

apps etc. Furthermore, trend leading markets such as the US

has an explosive increase in retail health clinics from about

250 some ten years ago to more than 2000 today. This increase

seem to show the willingness to know more among the retail

customers.

Our strengths

To our knowledge our products are the strongest prognostic

immune status prediction tools on the market and we have not

seen data from products that are as efficient in prediction of

the immediate future status of health in a broad perspective.

Our goals

We have started our commercial journey in the European mar-

ket, and have already achieved to engage with 10 hospitals in

Spain, 5 in Romania, 3 in Serbia and 1 in Austria who are all

using suPARnostic® Quick Triage to determine how the prod-

ucts can help in the everyday handling of patients.

Our objective is for the business to be cash flow positive by

the end of 2020 and at this point have 40 hospitals as paying

customers.

We intend to report to the market on the progression of

setting up new clinical accounts on a quarterly basis.

Given the projected launch of our suPARnostic® Turbilatex

product in Q3 2018 we will have a diversified ranging product

portfolio which includes the necessary product and clinical

documentation to start the regulatory work with the US FDA.

How can we create this together?

We hope you will participate on this journey towards better

possibilities for society and human health and make our prod-

ucts available to more people around the world.

Jakob Knudsen

Chief Executive Officer

ViroGates A/S


Terms and instructions

OFFER PERIOD

The Offer Period commences on 7 June 2018 and closes 20

June 2018 at 4:00 p.m. (CET).

SUBMISSION OF APPLICATIONS TO SUBSCRIBE

Applications to subscribe for Offer Shares in the Offering

should be made by submitting the application form enclosed

in the Prospectus to the investor’s own account holding bank

during the Offer Period. Applications are binding and cannot

be altered or cancelled.

Applications should be made for a number of Offer Shares

or for an aggregate amount rounded to the nearest Danish

krone amount. Only one application will be accepted from

each account in VP Securities. For binding orders, the applica-

tion form must be submitted to the investor’s own account

holding bank in complete and executed form in due time to

allow the investor’s own account holding bank to process and

forward the application to ensure that it is in the possession

of Danske Bank A/S, no later than 4:00 p.m. (CET) on 20 June

2018.

REDUCTIONS OF SUBSCRIPTIONS

In the event that the total number of Offer Shares applied for

in the Offering exceeds the number of Offer Shares, reduc-

tions will be made as follows:

• (i) With respect to applications for amounts of up to and

including DKK 300,000, reductions will be made mathemat-

ically. However, no individual allocations will be made for

less than fifty (50) Offer Shares.

• (ii) With respect to applications for amounts of more than

DKK 300,000, individual allocations will be made.

The Board of Directors will allocate the Offer Shares after

agreement upon such allocations with Västra Hamnen Corpo-

rate Finance. 467,032 Offer Shares will be allocated to the Cor-

nerstone Investors that have issued irrevocable subscription

undertakings for a total of DKK 42.5 million. 125,898 Offer

Shares will be allocated to existing shareholders for conver-

sion of outstanding debt up to a total of DKK 11.5 million, of

which signed statements of intent have been collected from

holders of DKK 11.2 millon of the outstanding debt. (see p. 79

"Subscription undertakings and offset of convertible debentures"

for full list).

Following the expiration of the Offer Period, investors will

receive a statement indicating the number of Offer Shares

allocated, if any, unless otherwise agreed between the investor

and the relevant account holding bank.

Orders may not result in an allocation of Offer Shares.

If the total applications in the Offering exceed the number

of Offer Shares, a reduction will be made. In such event, Västra

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The Offer Period commences: 7 June 2018

The Offer Period closes: 20 June 2018 at 4:00 p.m.

(CET)

Announcement of result of the

Offering

21 June 2018 before

12:00 a.m. (CET)

Completion of the Offering, in-

cluding settlement of the Offer

Shares and registration of new

shares in the Danish Business

Authority

25 June 2018

First day of trading of the

Shares on Nasdaq First North

Denmark under the permanent

ISIN conditional upon final

completion

26 June 2018

Merge of temporary ISIN with

permanent ISIN in VP Securi-

ties A/S

27 June 2018

The above timetable is subject to change. Any changes will be

announced via Nasdaq First North Denmark. Until the publi-

cation by the Company of the result of the Offering, expected

on 21 June 2018, the admission of the Shares to trading on

Nasdaq First North Denmark will remain conditional under

the condition that the distribution- and free float require-

ments for the Company's shares are met by the first day of

trading, at the latest.

TERMS OF THE OFFERING

The Offering consists of (i) a public offering to retail and insti-

tutional investors in Denmark and Sweden and (ii) private

placements to institutional investors in the rest of the world in

compliance with Regulation S.

The Company is offering a minimum of 659,341 and a maxi-

mum of 824,175 nominal DKK 1 Offer Shares, corresponding

to subscription amounts of DKK 60 million to DKK 75 million.

Furthermore, the Company has received irrevocable sub-

scription undertakings from the Cornerstone Investors to sub-

scribe Offer Shares at the Offer Price for a total of DKK 42.5

million. In addition, existing shareholders have signed state-

ments of intent for conversion of outstanding debt for a total

of DKK 11,2 million. The conversion of debt, which was raised

in Q1 2018, concerns funds already paid to the Company and

thus will not form a part of the cash received from the Offer-

ing (i.e. cash proceeds). The subscription undertakings and

conversion of outstanding debt amounts to a total of DKK

53,7 million, corresponding to 72 percent of the Offer Shares.


Hamnen Corporate Finance reserves the right to require doc-

umentation to verify that each application relates to a single

account in VP Securities. Further, Västra Hamnen Corporate

Finance reserves the right to require documentation to verify

the authenticity of all orders, to demand the name of each

investor, to pass on such information to the Company and to

make individual allocations if there are several orders that are

determined to have originated from the same investor.

ADMISSION TO TRADING

The Board of Directors of ViroGates has applied for admission

to trading of the Company s shares on Nasdaq First North

Denmark. First day of trading is planned at 26 June 2018, under

the condition that the distribution- and free float require-

ments for the Company's shares are met by the first day of

trading, at the latest. The Shares will be traded under the

ticker VIRO and with the ISIN DK0061030574.

MINIMUM AND/OR MAXIMUM APPLICATIONS

The minimum subscription is fifty (50) Offer Shares. No maxi-

mum subscription applies to the Offering. However, the num-

ber of shares is limited to the number of Offer Shares in the

Offering.

WITHDRAWAL OF THE OFFERING

Completion of the Offering is conditional upon the Offering

not being withdrawn. The Offering may be withdrawn by the

Company at any time before the announcement of the result

of the Offering take place. The Offering may also be with-

drawn if Nasdaq First North Denmark is not satisfied that

there will be a sufficiently broad distribution of the Shares to

investors or if, for other reasons, the Shares cannot be admit-

ted for trading on Nasdaq First North Denmark.

Any withdrawal of the Offering will be announced immedi-

ately through Nasdaq First North Denmark.

INVESTOR’S WITHDRAWAL RIGHTS

In the event that the Company is required to publish a supple-

ment to this Prospectus, between the date of publication of

this Prospectus and the close of the Offer Period at 4:00 p.m.

(CET) on 20 June 2018, investors who have submitted orders

to subscribe Offer Shares in the Offering shall have two trad-

ing days following the publication of the relevant supplement

within which the investors can withdraw their offer to sub-

scribe Offer Shares in the Offering in its entirety. The right to

withdraw an application to subscribe Offer Shares in the Offer-

ing in these circumstances will be available to all investors in the

Offering provided the obligation to publish a supplement to

this Prospectus was triggered before completion of the Offer-

ing and provided no Offer Shares have been delivered.

SELLING AGENTS

Nordnet and Avanza Bank have been engaged as Selling

Agents in connection with the Offering. Those who have cus-

todian accounts at Nordnet in Denmark or Sweden may apply

via Nordnet s Internet service on which the Offering will be

available at Nordnet s Danish and Swedish websites. Those

who have custodian accounts at Avanza Bank in Sweden may

apply via Avanza Bank s Internet service on which the Offer-

ing will be available.

PAYMENT AND REGISTRATION OF THE OFFER SHARES

The Offer Shares will be registered in book-entry form elec-

tronically with VP Securities, Weidekampsgade 14, 2300

Copenhagen S, Denmark. All Shares are registered on accounts

with account holding banks in VP Securities. Investors that are

not residents of Denmark may use a Danish bank directly or

their own bank’s correspondent Danish bank as their account

holding bank or arrange for registration and settlement

through Clearstream, 42 Avenue JF Kennedy, L-1855 Luxem-

bourg, Luxembourg, or Euroclear, 1, Boulevard du Roi Albert II,

B-1210 Brussels, Belgium.

Settlement is expected to take place two business days

after the announcement of the allocation, and is expected to

be on 25 June 2018. The account holding bank will normally

send a statement to the name and address registered in VP

Securities showing the number of Offer Shares subscribed

by the investor unless otherwise agreed between the inves-

tor and the relevant account holding bank. This statement also

constitutes evidence of the investor’s shareholding.

The Offer Shares are expected to be delivered in book

entry form through the facilities of VP Securities on or around

25 June 2018 against payment in immediately available funds in

Danish kroner. All dealings in the Offer Shares prior to settle-

ment will be for the account of and at the sole risk of the par-

ties involved.

Investors will not receive specific allocation information

from the Company.

No trading will begin before notification of allotment has

been provided.

PUBLICATION OF THE RESULT OF THE OFFERING

The result of the Offering will be announced through Nasdaq

First North Denmark on 21 June 2018.

PRE-ALLOTMENT INFORMATION

Upon completion of the Offering, and if the Offering is fully

subscribed, the Company’s share capital will be DKK 3,034,347,

divided into 3,034,347 Shares with a nominal value of DKK 1

each.


PRICING

The Offer Price has been decided by the Board of Directors in

consultation with Västra Hamnen Corporate Finance to DKK

91 per nominal DKK 1 Offer Share.

The valuation of the Company is based on the potential of

the Company s business plan (DCF) and the patent portfolio

related to the Company s suPARnostic® products. Further-

more, the valuation is based on a comparative valuation based

on a number of peers within the medtech-industry with sim-

ilar business models as ViroGates. Importantly, a major deci-

sion point has been the interest from a number of institutional

investors that has been given the opportunity to evaluate the

Offering before the Offer Price was determined.

Considering the subscription undertakings made by the

Cornerstone Investors of DKK 42.5 million, the Offer Price is

deemed to be according to market terms. Brokerage commis-

sion will not be charged.

No action has been or will be taken in any jurisdiction other

than Denmark and Sweden that would permit a public offering

of the Offer Shares, or the possession, circulation or distribu-

tion of this Prospectus or any other material relating to the

Company or the Offer Shares, in any jurisdiction where action

for that purpose is required. Accordingly, the Offer Shares

may not be offered or sold, directly or indirectly, and neither

this Prospectus nor any other offering material or advertise-

ments in connection with the Offer Shares may be distributed

or published, in or from any country or jurisdiction, except in

compliance with any applicable rules and regulations of such

country or jurisdiction.

LOCK UP

See section “Legal considerations and supplementary informa-

tion” – “Lock Up Agreement”.

JURISDICTIONS IN WHICH THE OFFERING WILL BE AN-

NOUNCED AND RESTRICTIONS APPLICABLE TO THE OFFERING

No action has been or will be taken in Denmark or in any coun-

try or jurisdiction by the Company that would or is intended to

permit a public offering of the Shares or the possession, circu-

lation or distribution of this Prospectus or any other offering

material relating to the Company or the Offer Shares offered

hereby in any jurisdiction where action for any such purpose

may be required. Accordingly, the Offer Shares may not be

offered or sold, directly or indirectly, and neither this Prospec-

tus nor any other material or advertisements made public in

connection with the Offering may be distributed or published,

in or from any country or jurisdiction except in compliance

with any applicable rules and regulations of any such country

or jurisdiction.

United States

The Offer Shares have not been recommended by any U.S.

federal or state securities commission or regulatory author-

ity. Furthermore, the foregoing authorities have not confirmed

the accuracy or determined the adequacy of this Prospectus.

Any representation to the contrary is a criminal offense in the

United States.

The Offer Shares have not been and will not be registered

under the U.S. Securities Act and are being: (i) sold in the

United States only pursuant to an available exemption from,

or a transaction not subject to, the registration requirements

under the U.S. Securities Act; and (ii) offered and sold outside

the United States in compliance with Regulation S.]

European Economic Area restrictions

In any member state of the European Economic Area (the

“EEA”) other than Denmark and Sweden (each a “Relevant


Member State”), this Prospectus is only addressed to, and is

only directed at, investors in that Relevant Member State who

fulfil the criteria for exemption from the obligation to publish

a prospectus, including qualified investors, within the meaning

of the Prospectus Directive as implemented in each such Rel-

evant Member State.

This Prospectus has been prepared on the basis that all

offers of Offer Shares, other than the offer contemplated in

Denmark and Sweden, will be made pursuant to an exemp-

tion under the Prospectus Directive, as implemented in the

Relevant Member States, from the requirement to produce a

prospectus for offers of Offer Shares. Accordingly any person

making or intending to make any offer within the EEA of Offer

Shares which is the subject of the placement contemplated in

this Prospectus should only do so in circumstances in which

no obligation arises for the Company to produce a prospectus

for such offer. The Company has not authorised, nor does the

Company authorise, the making of any offer of Offer Shares

through any financial intermediary, other than offers made

by Managers which constitute the final placement of Offer

Shares contemplated in this Prospectus.

The Offer Shares have not been, and will not be, offered

to the public in any Relevant Member State, excluding Den-

mark and Sweden. Notwithstanding the foregoing, an offering

of the Offer Shares may be made in a Relevant Member State:

(i) to any qualified investor as defined in the Prospectus Direc-

tive; (ii) by Västra Hamnen Corporate Finance to fewer than

150 natural or legal persons (other than qualified investors as

defined in the Prospectus Directive subject to obtaining the

prior consent of Västra Hamnen Corporate Finance; (iii) to

investors who acquire securities for a total consideration of

at least EUR 100,000 per investor, for each separate offer; (iv)

if the denomination per unit amounts to at least EUR 100,000;

or (v) in any other circumstances falling within Article 3(2) of

the Prospectus Directive; provided that no such offer of Offer

Shares shall result in a requirement for the publication by the

Company, of a prospectus pursuant to Article 3 of the Pro-

spectus Directive.

For the purposes of this provision, the expression an “offer

to the public” in relation to any Offer Shares in any Relevant

Member State means the communication in any form and by

any means of sufficient information on the terms of the Offer-

ing and the Offer Shares so as to enable an investor to decide

to subscribe Offer Shares, as that definition may be varied in

that Relevant Member State by any measure implementing

the Prospectus Directive in that Relevant Member State. The

expression “Prospectus Directive” means Directive 2003/71/

EC (and amendments thereto, including the Amending Direc-

tive 2010/73/EU), and includes any relevant implementing

measures in the Relevant Member State.

United Kingdom restrictions

Offers of the Offer Shares pursuant to the Offering are only

being made to persons in the United Kingdom who are “quali-

fied investors” or otherwise in circumstances which do not

require publication by the Company of a prospectus pursuant

to section 85(1) of the U.K. Financial Services and Markets Act

2000.

This Prospectus is only being distributed to, and is only

directed at, and any investment or investment activity to

which the Prospectus relates is available only to, and will be

engaged in only with persons who are investment profession-

als falling within Article 19(5) or falling within Article 49(2)

(a) to (d) (“high net worth companies, unincorporated associa-

tions, etc.”), of the U.K. Financial Services and Markets Act

2000 (Financial Promotion) Order 2005 or other persons to

whom such investment or investment activity may lawfully be

made available (together, “Relevant Persons”). Persons who are

not Relevant Persons should not take any action on the basis

of the Prospectus and should not act or rely on it.


The healthcare market in general, and the Acute Care market

in particular, is burdened by increasing costs for hospitaliza-

tion of patients. There is a need to improve the selection of

patients for admission or discharge.

There is no single effective way to decide whether a patient

should be admitted to care or sent home. ViroGates products

enables and assists physicians to make clinically justified deci-

sions when determining whether a patient should be admitted

or discharged from the hospital.

Worldwide, countries are experiencing an ageing of their pop-

ulations, a trend that is projected to continue until at least the

middle of the twenty-first century according to the WHO.

The growing number of elderly patients has implications, both

on an individual and societal level.

On the individual level, earlier diagnosis or prevention of

diseases are key elements to sustain a good life quality. The

increasing number of elderly patients with multiple diseases

will increase the pressure on the Acute Care system in particu-

lar and the hospital systems in general. Overcrowding in Acute

Care departments is a global problem and has been identified

as a national crisis in some countries.

Acute Care Department overcrowding – a worldwide

phenomenon

Studies estimate that in the US, the biggest threat to the via-

bility of the US Acute Care system is reported to be Acute

Care (sometimes referred to as Emergency Department “ED”)

overcrowding. This is in part due to the fact that Acute Care

departments in the US, by law, are not allowed to refuse treat-

ment of uninsured patients and hence many uninsured patients

show up in the Acute Care department and request treatment

instead of going to a private physician in the first instance.

According to a 2002 national US survey, more than 90% of

large hospitals report EDs operating “at” or “over” capacity.1

Overcrowding increases the length of stay of patients, increases

risk for in-hospital acquired infections, increases risk of medical

errors and causes overall poor hospital/societal economics.

The cost per hospital bed varies tremendously worldwide

but even within the US it ranges from approximately USD 500 to

USD 3,300 and for intensive care beds cost is even higher. The

problem is also recognized in Denmark and other countries

in the EU, where overcrowding has been shown to result in

increased mortality.

To improve flow and reduce overcrowding in the Acute

Care departments, there is a great need for better identifica-

tion of patients at low risk of serious illness or death. By clas-

sifying these patients as non-urgent or suitable for discharge

the flow in the Acute Care departments will improve. Reduced

length of stay and number of patients at Acute Care depart-

ments, would lead to lesser overcrowding, better utilization

of resources, improved patient outcomes, and savings in the

healthcare system.

1 Lewin Group (for the American Hospital Association). Emergency

department overload: a growing crisis. The results of the American Hospital

Association Survey of Emergency Department (ED) and Hospital Capacity.

Falls Church, VA: American Hospital Association, 2002.

Industry overview


THE IVD MARKET

ViroGates is operating in the in vitro diagnostics (IVD) market

that is currently estimated at a total value of USD 74 billion

and expected to reach USD 102 billion in 2022, corresponding

to compound annual growth rates of approximately 7%. North

America is currently the largest market, but the Asian Pacific

market is expected to show the strongest growth the coming

five years, due to rising incomes, growing healthcare budgets

and increasing health awareness.2

ViroGates is active in the two largest sub segments of the

IVD market, Point of Care (30%) and Immunoassay (22%).3

The IVD market encompasses the examination of speci-

mens such as blood, urine or tissue with the goal of obtaining

a diagnosis from assays. Tests are considered medical devices

and are regulated by the national/regional medical bodies such

as national medicines agencies, FDA (US) and EMA (EU).

Players in the IVD market comprise both instrument suppli-

ers and content suppliers. Many players, including ViroGates,

supply both instruments and content (tests). The dominant

industrial players in the market are Roche Diagnostics (29%),

Danaher (incl. Beckmann Coulter, 17%), Siemens (13%) and

Abbott Labs (12%)4.

The Acute Care market

One of the large use areas of IVD tests are within the Acute

Care at the EDs. Physicians in the EDs are faced with having

to make decisions as to admit patients into the hospital or

to discharge based on physiological scores and various types

of IVD tests. These tests, however, constitutes incomplete

information for the physicians. Add to that physicians that

are manning the ED, especially outside normal working hours,

are often junior physicians with little practical experience on

assessing the severity of patients, which increases the need for

supportive tools to discharge or admit patients.

2 BCC Research, The global in vitro diagnostics (IVD) market should reach

$102.4 billion by 2022 from $74.1 billion in 2017 at a compound annual growth

rate (CAGR) of 6.7%, from 2017 to 2022, 2017

3 ibid

4 Ensuring innovation in diagnostics for bacterial infection: Implications for

policy, Observatory Studies Series, No. 44. Morel C, McClure L, Edwards S, et

al., editors. Copenhagen (Denmark): European Observatory on Health Systems

and Policies; 2016.

3137

19

35

25

31

0

20

40

60

80

100

120

2017 2022

CAGR

4.6%

13.5%

3.5%

Development of the IVD market, 2017 - 2022

Source: BCC Research, The global in vitro diagnostics (IVD) market should reach $102.4 billion by 2022 from $74.1 billion in 2017 at a compound annual growth rate (CAGR) of 6.7%, from 2017 to 2022, 2017

Commonly used measures in the Acute Care Department

In the Acute Care area physiological measures such as DEPT,

ADAPT, APACHE II, (Q)SOFA, SAPS, NEWS and others are

used. However, some of these are time consuming and may

at times not give the physicians an objective tool to discharge

the patients. Therefore, the physiological tests are usually fol-

lowed by IVD tests, which most often have diagnostic proper-

ties but do not assess the overall disease severity of the patient

and hence, cannot guide the decision as to whether to admit

or discharge. The most commonly used biomarkers include

C-reactive protein (CRP), white blood cell count and other

diagnostic tests such as Procalcitonin (PCT). In general, pro-

cedures vary between markets and even within local hospitals.

North America Asia-Pacific RoW

US

D b

illio

ns


The Company estimates, based on patient flow from

selected hospitals, that the patient potential for the

Company s products is approximately 2.5% of the general

population/uptake area population per year. With a pricing of

EUR 20 per test conducted in Europe and North America (NA)

and EUR 10 per test for the rest of the world (RoW), the total

estimated market potential for suPAR testing globally in Acute

Care amounts to in the excess of EUR 1 billion annually.

Post Acute Care market segment

The Post Acute Care market segment represents an immedi-

ate follow up to the Acute Care market since many patients

will have a need for rehabilitation following a stay in the hospi-

tal. In this part of the hospital system it is important to know

whether patients can be sent home or perhaps need additional

care. The rehabilitation facilities are private in some markets

such as US and UK, and mainly public in other markets such as

many countries in continental Europe.

The Post Acute Care market comprise an average of 8 mil-

lion patients in the US in Skilled Nursing Facilities, Long Term

Acute Hospital and Inpatient Rehabilitation Facilities on an

annual basis.5 The value of the market for suPAR in this seg-

ment is approximately EUR 700 million.

5 Based on Deloitte "viewing post acute care in a new light" Deloitte Center

for Health Solutions 2017

Estimated market potential for tests assessing severity of medical patients within Acute- and Post Acute testing

€1.7* billion market opportunity in Acute- and Post

Care testing

Acute Care Post Acute Care

Europe €240 M €99 M

North America €210 M €87 M

Rest of World €600 M €497 M

* Assumptions Unit price Acute Care: Europe, NA €20 and RoW €10 - 1 test per patient Unit price Post Acute Care: Europe, US and RoW €10 - 3 tests per patient

Estimated market potential for tests assessing severity of

medical patients within Acute Care

The market for assessing severity of medical patients when

first admitted to the hospital, either directly or via general

practitioners, comprises many patients annually. Data from the

US and UK suggests that approximately 25-40% of the entire

population visit the emergency room annually. Approximately

1/3 of patients are injury related patients. For the remaining

medical patients it would in principle be relevant to test all,

however approximately 1/3 are assumed to be trivial patients

that are easy to triage with no need to conduct medical scores

or biomarkers.

Spain Denmark UK Germany US

Total popula-tion (M)

46.4 5.7 64.1 80.6 325.7

No of hospitals 787 65 2,205 2,017 4,915

No of beds 158 ,700 16,316 137,000 501,000 -

No of annual visits to Acute Care (M)

27 1.3 - 21 136

Acute Care statistics

Source: Company data


General practitioner segment

General Practitioners (GP) are often confronted with patients

with multiple symptoms, which are challenging to diagnose.

Furthermore, it is difficult to assess whether the patients are

in need of additional diagnostic procedures in the second-

ary care/hospital sector. In many instances the problem is

similar to that of EDs – many patients have a good prognosis

and may not need immediate medical attention; however, the

GP is often being pushed by the patients to “do something”

and not dismiss the patient merely based on a visit in which

no intervention is made. ViroGates’ products can secure that

the the doctor makes more informed decisions with respect

to whether to admit the patient to the hospital or to send the

patient home. Furthermore the patients feel that their con-

cerns are taken seriously, since they have had a prognosis made

on an objective measure such as a blood sample.

The market comprises approximately 1.8 million GPs in the

EU and about 950,000 licensed physicians in the US. The US

has about 121,000 physician office labs conducting approxi-

mately 1 billion tests annually.6

Direct to consumer/health check

There is a global trend towards measuring more and more

parameters, this goes for athletes and regular persons alike.

The rapid increase of wearables that show the intensity of

working out and bracelets documenting the number of steps

taken during the days are good examples of this trend. Viro-

Gates products have been shown in studies also to reflect

the risk in generally healthy individuals. There also seem to be

an increasing demand for better prognostication of individual

health. Such outlook is not fulfilled with current use of mark-

ers and indicators that leave inaccuracy in such outlooks.

Routine measurements of cholesterol, blood pressure (BP),

glucose (fasting blood sugar), height and weight (for BMI), age

and smoking status are routinely performed today. But even in

advanced combinations, current tests still fail to differentiate

accurately between who becomes diseased versus those who

remain healthy. Long-term studies of disease development

in the general population show a strong association of onset

of cardiovascular disease (CVD) and diabetes in people living

with elevated inflammation, also termed low-grade inflamma-

tion.

The low-grade inflammation area/lifestyle disease is

6 Frost and Sullivan ”Analysis of the US Clinical Laboratories Market” 2015

believed to be an area with vast market potential given the

high number of health checks being performed to detect

latent diseases to be able to intervene better than what is cur-

rent practice.

suPAR is generally elevated in otherwise healthy individu-

als who are progressing towards development of clinically

manifested lifestyle related diseases such as cardiovascular

diseases, type-2 diabetes or cancer. suPAR is capable of pick-

ing up subtle changes in the immune system that longer term

lead to onset of lifestyle related diseases and thereby guide

and monitor changes in lifestyle. Lifestyle changes, such as

quitting smoking or eating healthier have been shown to lower

the suPAR level, and the suPAR level is predictive for disease

development and mortality. Furthermore, a randomized con-

trolled study has shown that individuals on long-term use of

statins have lower suPAR levels compared to individuals that

received placebo. Hence, lifestyle intervention or pharmaco-

logical intervention can lower suPAR and the level predicts the

risk of the individual. This increases people’s oppurtunity to

stay healthy and avoid such diseases.

The number of tests run in the US at Pharmacy Retail clin-

ics and independent Labs/Reference labs amount to approxi-

mately 2.3 billion tests annually of which 38.5% are conducted

for clinical chemistry/immunology.7

7 Frost and Sullican ”Analysis of the US Clinical Laboratories Market” 2015

258

880

1175 1183 12181355 1417

1591

1866

2007 2008 2009 2010 2011 2012 2013 2014 2015

Growth in the retail health clinics market in the US (no of clinics)

Source: Insight Pharma Reports Commercialising Novel IVDs: a comprehensive manual for success – Glorikian 2017


MARKET TRENDS

The IVD market is driven by a number of societal macroeco-

nomic factors; unsustainable healthcare spending, aging popu-

lation, growth of chronic diseases, growth of emerging econo-

mies and decentralized healthcare.

Unsustainable health-care spending

need for system efficiency improvement

Growth of Chronic disease

cardiac illness, cancer, diabetes, etc.

Decentralized healthcare

(e.g. clinics, pharmacies and home healthcare)

Growth of emerging economies

has led to rapid growth (e.g. Asia-Pacific)

Macro Healthcare Trends affecting ViroGates


0

2

4

6

8

10

12

14

1995 2012 2022

USD

trill

ions

Developed economies Emerging economies

90%

10% 79%

21%

67%

33%CAGR: 6%

Global healthcare* spending, 1995 - 2022

Includes hospital/physician/dental services, home health services, non durable medical products, prescription drugs, durable medical equip-ment, nursing care and continuing care retirement services, total other healthcare, residental and personal care expenditures, total admin and net cost of health insurance expenditures, public health activity, research, structures and equipment, func onal foods/nutriton

Source: Insight Pharma Reports Commercialising Novel IVDs: a compre-hensive manual for success – Glorikian 2017

Unsustainable healthcare spending

Associated healthcare cost is expected to reach approximately

USD 12 trillion globally by 2022. This trend is unsustainable

going forward and healthcare providers needs to improve effi-

ciency in the system. Additionally, healthcare cost in emerging

economies is expected to increase from 10% in 1995, to 33% of

the global spending by 2022.1

Growth in aging population

People are getting older which means that the population of

people age 60 and older is steadily increasing, on a global basis.

An increasing population of elderly means there will be more

people developing serious health conditions, resulting in need

for long term care, thereby increasing the demand for diagnos-

tic products and services. 2

Growth of emerging economies

Emerging economies have seen an increase in healthcare

spending, with no signs of slowing down. It is expected that

in line with improved infrastructure, economy, stable govern-

ments and raised standards of living, these economies want

access to the same medical technology and therapeutics seen

in developed markets. With growing economies, they will have

financial resources to support these demands. 3

1 Insight Pharma Reports Commercialising Novel IVDs: a compre-hensive manual for success – Glorikian 2017

2 ibid

3 ibid

Aging populationincreasing the demand

for healthcare resources


Growth of Chronic conditions in the US

Cost of chronic conditions in the US

Chronic condition

Prevalence (MM)

Lost work days/1000

Annual cost (USD Bn)

Heart disease 60 1.350 448

Diabetes 16 400 174

COPD 12 430 39

Asthma 15 675 5


43%

44%

45%

46%

47%

48%

49%

50%

0

20

40

60

80

100

120

140

160

180

1995 2000 2005 2010 2015 2020 2025 2030

perc

enta

ge o

f pop

ulat

ion

mill

ions

People with chronic condition

Percentage of population with chronic condition


Growing number of chronic diseases

The growing number of chronic diseases is putting a burden

on society as a whole and the medical system in particular. The

increase in people with chronic conditions in the population is

expected to grow by 45% from 1995 to 2030 and both direct

costs of diagnostics and treatments as well as indirect losses in

terms of working days are costing society billions of dollars on

an annual basis.4

Changed way of healthcare delivery

The way people meet with healthcare providers is changing.

Services that have hitherto been delivered via hospitals and

doctors offices is now also available at retail- and community

based clinics for non-emergency and non-surgical conditions,

by telemedicine as well as internet-based appointments. The

decentralisation of the healthcare system drives the growth

of the IVD market since tests now can be carried out in more

places. Especially POC testing with instant results has a lot to

win because of this development given that tests can be done

on location, thereby reducing the need for central laborato-

ries.5

4 ibid

5 ibid

COMPETING TECHNOLOGIES

The competetive position for suPARnostics in relation to other

diagnostic products in Acute Care is based on management s

assesment.

While suPAR in many ways is unique in its ability to predict

mortality in humans, a range of other technologies and pro-

cedures are generally used/applied to guide clinical practice

within the therapeutic fields of interest to ViroGates.

In EDs and Intensive Care settings physiological measures

such as DEPT, ADAPT, APACHE II, (Q)SOFA, SAPS and others

are used. The use of suPAR may complement or replace the

use of these scores that are generally more time consuming to

perform.

Various biomarkers are also used in Intensive Care to mea-

sure the severity of patients’ status. These biomarkers include

CRP and PCT.

C-reactive protein (CRP)

CRP remains the most commonly used sepsis and general

inflammatory status diagnostic tool to date. CRP is synthe-

sized in the liver and is normally present as a trace constituent

of serum or plasma. Its physiological roles are numerous and

varied, but with several functions similar to those of immuno-

globulins, CRP appears to function in host defense. CRP is an

unspecific acute-phase protein, that respond to a wide vari-

ety of diseases. Although the detection of elevated levels of

CRP in the serum is not specific for any particular disease, it

is often used by doctors to decide on prescribing antibiotics

for suspected bacterial infections and as a useful indicator of

inflammatory processes. As elevated CRP values are normally

associated with pathological changes, the CRP assay provides

useful information for the diagnosis, therapy and monitoring

of inflammatory processes and associated disease. Compared

to suPAR, CRP is less stable and provides limited guidance in

relation to giving a prognosis.

Cost for conducting CRP tests for consumer use are around

10-100 USD per test (includes lab costs). Since CRP is not

protected by any patents the cost of purchasing the test for

healthcare providers from diagnostic companies are low and

range from 0.5-10 USD, depending on which platform tests are

conducted.


Procalcitonin (PCT)

PCT is another marker used for sepsis. The course of PCT shows a

closer correlation than that of CRP with the severity of infection

and organ dysfunction. However, the true value of PCT remains

diagnostic, rather than prognostic, meaning that it points to a

certain septic condition rather than highlighting the risk stage.

PCT patent lifetime has come to a recent end and this

has impacted market prices. The market price for PCT from

Thermo Fischer (as lateral flow) ranged around 15-20 USD but

is now closer to 10 USD and provided by several diagnostic

players. Annual sales are in excess of USD 300 million. Sales are

conducted by several players since BRAHMS (Originator and

now owned by Thermo-Fischer) also licenses the clinical use

to several other Dx players.

Compared to suPAR, PCT is mainly diagnostic and confined

to infectious diseases.

Other suPAR and uPAR products

There are other products based on suPAR or uPAR antibod-

ies. None of them have the clinical evidence obtained with

suPARnostic®. It is important to note that both suppliers of

various research kits and research groups may develop anti-

bodies towards suPAR and/or uPAR. However, only ViroGates’

products have been tested in clinical studies and shown to

have clinical relevant results in the various indications that

have been investigated. These clinical data have formed the

evidence for the five different patent families that ViroGates

currently own.

Various measures used in the Emergency Department

Value PCT CRP SAPS SOFA suPAR

Time to result Short Short Long Long Short

Diagnostic value Medium Medium Low Low Low

Prognostic value Low/none Low/none Medium Medium High

1,0

0,9

0,8

0,7

0,6

0,5

0,4

0,3

0,2

0,1

CR

P

PC

T

TR

EM

suPA

Rn

ost

ic

TR

EM

suPA

Rn

ost

ic

suPA

Rn

ost

ic

+age

PC

T

CR

PN

OT

SIG

NIF

ICA

NT

NO

T S

IGN

IFIC

AN

T

Diagnostic value* Prognostic value**

AU

C (

RO

C C

urv

e)

Figure Left: suPAR is unable to pinpoint a bacterial infection; this is achieved with markers CRP and PCT. AUC of 0.5 means zero ability to report value. Right: suPAR is far better than diagnostic markers CRP and PCT to predict outcome. Across individual patient diagnoses, the prognostic value of suPAR is high. Even stronger than severity scores that are algorithm-based on multiple inputs. (note: SIRS is a pre-stage to sepsis. The cohort was 151 patients)

Source:* Diagnosis of bacterial infection in SIRS patients, Kofoed et al, Crit care 2007** Prognosis of patients with SIRS, Kofoed et al, EUR J Clin Microbiol Infect Dis


[picture]



Company overview

ViroGates is a Danish medical technology company that devel-

ops and markets suPARnostic®, a blood test used to assess

patients in need of emergency care, thereby giving nurses,

doctors and other healthcare providers the tool to admit or

discharge patients from the Emergency Department. The

products have the ability to quickly analyse the protein suPAR

which provides independent health assessment and reflects

the level of immune system activity.

ViroGates products monitor the activation of the immune

system, and most, if not all, diseases have an underlying inflam-

matory component. The quantitative test enables assessment

of whether a patient or individual is or is not suffering from

chronic inflammation and immune activation, thereby estimat-

ing whether disease is present, the severity of the disease, as

well as the prognosis and progression of disease. The test is

thus prognostic rather than diagnostic.

In the Emergency Department, the clinical value of the

assessment of a low level of suPAR is:

• More patients can safely be discharged from the hospital.

• Significant reduction in admissions due to improved medical

decision process.

• On average, patients stay 6.5 hours shorter at the hospital

when suPAR testing is performed compared to a control

group. This translates into significant savings of more than

EUR 27 billion annually in selected markets in the western

world.

By reducing the number of unnecessary admissions, there is

also an improvement in patient life quality, as unnecessary

admissions are associated with loss of muscle mass, risk of in-

hospital acquired infections and loss of working opportunity.

In the Emergency Department, the clinical value of the

assessment of high level of suPAR is:

• Identification of high risk patients – leading to earlier

intervention. Today, hospitals often risk sending high risk

patients home. They are then readmitted with more pro-

gressed disease, resulting in more expensive treatment with

worse outcome.

• Identification of e.g. occult cancer can improve treatment

efficacy and overall survival.

• Better risk estimation = better personalized treatment and

improved outcomes.

ViroGates primary target is the market for Acute Care screen-

ing of patients. Such screening is predominately made to

assess whether the patients need to be admitted to the hos-

pital or can be sent home. Current methodologies for making

this assessment is based on physiological scores, comprising

fever, blood pressure, mental alertness etc. and typically also

selected biomarkers such as C-reactive protein (CRP), White

blood cell count etc.

The challenge with these approaches is that they typically

are more diagnostic by nature and have limited value with

respect to assessing risk of deteriorating. By complementing

the assessment with ViroGates’ products the physicians will

get a better assessment of the patient and especially when

the prognosis of the patient is favourable. It is better for the

patient to be referred to elective treatment and for the hospi-

tal system to save cost by not having to deal with this type of

patient in the Acute Care setting.

suPARnostic ® is based on a simple blood test

• uPAR protein is located on the surface of

white blood cells

• Upon immune activation, uPAR is released

into the blood stream as soluble-uPAR

(suPAR)

• Increased suPAR level is indicative of disease

progression and mortality

• suPAR level is not related to specific disease

and not affected by circadian changes, short-

term life circumstances (e.g. fasting) and

common ailments (e.g. influenza)

• 20 minutes testing time makes it ideal for

quick triaging

Plasma

White blood cells Platelets

Red blood cells

suPAR


suPAR offers prognostic value

More than 500 peer-reviewed publications have been com-

pleted studying the characteristics of suPAR (many in leading

journals including Nature Medicine, JAMA and New England

Journal of Medicine, see examples in table below). Moreover,

300,000 samples have been measured, of which more than

50,000 have been in Acute Care. The claim that suPAR is a

superior biomarker in Acute Care medicine stems from two

characteristics:

• suPAR’s broad applicability - Numerous biomarkers are

capable of diagnosing what is the given pathogen or which is

the troubled organ. suPAR on the contrary is un-specific as

to aetiology. But unlike specific diagnostic markers, suPAR is

prognostic across complex disease types. Numerous other

test results may randomly rise and drop sharply. These tradi-

tional diagnostic tests are useful for guiding specific thera-

pies, but they all fail to look at the patient as an entity and

provide prognostic guidance for the disease severity and

progression of the individual patient.

• suPAR s stability - suPAR is far more stable than most other

biomarkers and is thus more reliable than markers that fluc-

tuate significantly.

Vision

ViroGates envision that all hospital patients are screened and

monitored based on suPAR being the primary biomarker in the

area, and that the general population is screened on a routine

basis using suPAR to allow them to adjust lifestyle in due time

to avoid development of lifestyle related diseases.

KEY VALUE DRIVERS

ViroGates value proposition is based on the need for

better decision support in the healthcare sector.

ViroGates products addresses a large global market

supported by megatrends such as the aging population,

the increasing incidence of chronic diseases and associ-

ated healthcare costs.

• Two out of three Acute Care patients admitted to the

ward may be avoided. This in itself creates a significant

potential for savings in the healthcare system

• Regulatory approved products

• Clinical studies supporting the value of measuring

suPAR for prognostication

• First clinical use has been established

• Recurring customer base when products have been

introduced into the hospital market

Multiple clinical studies support market adoption

Hospital No. of patients Publication/Name of trial Quotes

Hvidovre Hospital 4,343 Emerg Med J. 2016 Sep 2. A high suPAR level at admission to the AMU is a marker of severe disease and associated with increased risk of readmis-sion and mortality.

Hvidovre Hospital 17,000 DEMC7 Presentation suPAR remained an independent predictor after adjustment for age, sex, Charlson score, and CRP

Hilleroed Hospital 6,000 TRIAGE I In unselected patients admitted to an ER, suPAR is an inde-pendent marker of short term mortality. 60% of patients had a low suPAR (<4 ng/ml) and hence a good prognosis

Herlev hospital 16,000 TRIAGE III (Ongoing) Health econ data – admission time is 6.5 hours lower in active arm

Turku University Hospital 539 J Intern Med. 2012 Sep;272(3):247-56

Of the four potential markers measured (suPAR,PCT, IL-6 and CRP), suPAR was the best marker for case fatality

Medical University of Graz 902 J Intern Med. 2014 Dec;276(6):651-8

In conclusion the study showed that suPAR plasma levels serve as prognostic markers in patients with SIRS.

Mission

ViroGates mission is to develop biomarkers into affordable

solutions that serve to prevent and optimize treatment in

order to improve the life of individuals and reduce healthcare

costs.


Organisation

ViroGates has its headquarters in Birkerød, north of Copenha-

gen. As of the date of this Prospectus, the number of employ-

ees amounts to six, of which three are full time employees.

Another five full time employees are employed by ViroGates’

contracted lab in Poland, Nutopi Sp z o.o. In addition, Viro-

Gates has entered into consultancy agreements with three

consultants, active within sales and regulatory functions. Vari-

ous processes, with respect to manufacturing and the supply

chain, has been outsourced.

In mid 2019, one year post the first day of trading on Nas-

daq First North Denmark, the Company expects to be a total

of 14 employees, of which 11 are expected to be full time

employees.

Objectives

In the Acute Care market, a medium to large sized hospital has

an uptake population of 500,000 individuals and an admis-

sion in the Acute Care medical department comprising about

12-15,000 patients per year. It is estimated that the poten-

tial income from each such hospital using suPARnostic® will

amount to EUR 300,000 annually.

ViroGates has initiated sales efforts in selected markets

and has a clinical routine customer in Denmark and ongoing

product evaluations in 10 hospitals in Spain, 5 hospitals in

Romania, 3 hospitals in Serbia and 1 in Austria. ViroGates will,

once evaluations have been completed, and pending the out-

come of the product evaluations, discuss conversion to clini-

cal routine customer status for these hospitals. The Company

is also continuously adding more potential hospital accounts

into such product evaluations.

Long Term Financial objective

• Reach about 40 paying hospital accounts by the end of 2020.

• Cash flow positive by the end of 2020.

Historical development ViroGates

2000-2001• ViroGates Aps was founded in Copenhagen, Denmark, based on

an invention coming from Hvidovre Hospital, Denmark. Inventor and co-founder Jesper Eugen-Olsen discovered the utility of the biomarker suPAR in HIV.

2003• Patent application on the prognostic ability of suPAR in bacterial

sepsis.

2004• ViroGates was awarded EUR 375,000 by European Commission’s

Frameworks Programme 6, to examine whether suPAR can be used as a TB treatment efficacy marker.

2008• First CE/IVD approved suPAR measuring method on market

(suPARnostic® ELISA).• Patent family issued on low-grade inflammation and prediction of

diseases in healthy individuals.

2010• The number of publications on suPAR exceeds 100 (pubmed.com).• Publication in Journal of Internal Medicine shows suPAR predicts

cardiovascular disease, type 2 diabetes and cancer in the general population.

2011• ViroGates hires Jakob Knudsen as CEO.

2012• Serum suPAR is found to be a potential novel biomarker for the

diagnosis of cirrhosis and for determining prognosis in patients with chronic liver disease (Zimmermann et al, Liver Int, 2012)

2013• First routine customer.

2015• First version of the suPARnostic® Quick test released (qualitative).• Publication and editorial on suPAR in New England Journal of

Medicine showing suPAR to be predictive of kidney failure.

2016• First quantitative suPARnostic® Quick test released (quantitative).

2017• The number of publications on suPAR exceeds 500 (pubmed.com).• Publication in Nature Medicine shows causal relationship between

elevated suPAR and kidney disease.

2018• suPARnostic® Turbilatex, completely hands-off handling of the blood

samples in the central laboratories, to be released in Q3 2018. • Trial users in Spain (10), Romania (5), Serbia (3) and Austria (1) who

are all using suPARnostic® Quick Triage.


suPAR (ng/ml)

10+

6

3

0

Percentage of acute medical

patients

Case fatality

rateED

Triage

12% High Critical care

32%Interme-

diateHospital

admission

56% LowDischarge/

Primary care

Specific guidelines for suPAR level

What is suPAR?

suPAR is a protein in plasma, measurable in every human being.

The suPAR molecule was first described in 1993 and in 2000

it was found to be predictive of outcome in HIV-infection.

Following this discovery, it became clear that suPAR was also

elevated and predictive of outcome in many other diseases.

Today suPAR is perceived as a general risk status biomarker:

the higher the level, the worse the prognosis. In healthy indi-

viduals, it predicts development of disease within the next

decade. In diseased individuals, it is associated with the sever-

ity and progression of disease. suPAR is an inflammatory bio-

marker, and it thus provides valuable information as to the

activation status of the immune system. The full name for

suPAR is “soluble urokinase plasminogen activator receptor”.

How to measure suPAR?

The suPAR level in plasma can be quantified in 20 minutes using

suPARnostic® Quick Triage POC test. The read-out of the test

is suPAR levels between 2-15 ng/ml. Furthermore, suPAR can

be quantified using the suPARnostic® ELISA, both manually

and on automated platforms such as the Siemens BEP2000

analyzer. Further products for quick and precise measurements

are under development.

Which patients may benefit from suPAR measurements?

The initial target patient group are the severe chronic patients

seeking acute medical care and having blood taken for bio-

chemical analysis. These patients are often perceived as high-

risk and typically allocated a bed and have a blood sample col-

lected as part of their admission (typical parameters measured

include CRP, PCT, Lactate, ALAT, Bilirubin, cell counts etc.).

Subsequently also healthy individuals will be targeted as

suPAR will provide guidance to monitoring their lifestyle.

How is suPAR different from other biomarkers like CRP

and Lactate?

Acute Care physicians are becoming more and more accus-

tomed to the use of unspecific biomarkers that provide impor-

tant prognostic information. Lactate could be considered one

such biomarker, and its interpretation has become an impor-

tant skill for emergency physicians. Another often used bio-

marker is CRP. However, both lactate and CRP have some level

of specificity (sepsis and infection, respectively) and thus not

applicable for all acute medical patients. Furthermore, studies

comparing the prognostic value of suPAR to other biomarkers

have repeatedly found that suPAR is the strongest prognostic

biomarker of the ones investigated.

How can the suPAR level support the clinical decision?

The specific guidelines for suPAR levels are shown in the fig-

ure below. Data from more than 30,000 Acute Care patients

in Copenhagen University Hospital Hvidovre, Denmark, shows

that the majority of patients (56%) have a suPAR level below 3

ng/ml – and that there is very little risk for any severe disease

or mortality in this group of patients. Hence, a suPAR level

below 3 ng/ml supports the clinical decision of discharge of

the patient. A suPAR level between 3 and 6 ng/ml supports

that the patient is suffering from a disease, while a suPAR level

above 6 ng/ml is strongly indicative for a patient that is in

urgent need of clinical attention and examination.

SuPARnostic® should also be used in connection with tra-

ditional physiological parameters evaluated and also the bio-

markers already looked at to form an entire overview of the

risk status of the patient.



SALES MODEL

ViroGates A/S deploys a direct sales strategy for select mar-

kets in Europe and addresses other markets via partnerships

with distributors. Initially, this strategy has resulted in that

products have been placed in clinical settings in hospitals in

Denmark, Spain, Austria, Romania and Serbia.

Distributors

Currently, ViroGates’ distributors include Biomedica (Austria

and Poland, as well as several countries in Eastern Europe);

Alura (Serbia); ELITechGroup (Benelux); IBL International/

Tecan (Germany); Biological Sales Network (covering Italy);

Hemakim Tibbi (heading ViroGates’ effort in Turkey); Cedar-

lane Labs (Canada and US); and Super Biotech (India).

ViroGates plan to invest significantly in educating and sup-

porting the network of distributors going forward. So far, this

has not been done due to insufficient health economics docu-

mentation and inadequate product offering.

ViroGates has established commitments in the form of mini-

mum sales requirements, minimum call activity, etc. with most

of the established distribution network. A tight distributor

management scheme, which will ease follow-up on these com-

mitments, all of which is in the process of being implemented.

ViroGates is continuously seeking to establish new distrib-

utor relationships to serve remote markets that are currently

not being called upon. It is however also clear that going for-

ward, ViroGates will reduce the number of European distribu-

tor partnerships in select territories and implement direct sales

at national level to further strengthen the Company’s market

position and brand.

"If you have a high suPAR, then the patient should be admit-

ted to the hospital. If you have a low suPAR you are able to dis-

charge the patient." - Prof. D.Msc. MD ph.D Ove Andersen,

Hvidovre Hospital

Marketing efforts

The Acute Care and Clinical Biochemistry Departments, that

are ViroGates’ key target segments, include decision makers

and stakeholders at different organizational levels. ViroGates

has mapped out various key stakeholder interests such as

patient care; clinical outcome; hospital economics, short turn-

around-time; accurate measurements; workflow efficiency

etc. By understanding these customer requirements, it is pos-

sible to target the suPAR-related communication so it is rel-

evant, timely and clearly defines the unique customer value of

ViroGates product offering. The value proposition will include

potential financial savings due to improved managed care

resulting from the use of suPARnostics®.

In addition to the Emergency and Clinical Biochemistry

Departments, downstream the pre-hospital, as well as compa-

nies offering insurances including health-checks, will also be

targeted.

Road map to the European market

In order to achieve clinical (routine) use customers in the EU

Acute Care hospital market three basic things needs to be in

place.

1. Clinical data from trials substantiating that the diagnos-

tic product is useful to alter clinical decisions.

2. Adequate products that can be used in the ward or in

the central laboratory.

3. Trial usage/an applicability study that shows that the

customer can handle the product in daily use.

Planned roll-out in the European market

2018 2019 2020 2021

ViroGates initially targets the Spanish and Eastern EU markets due to the ability to run Point of care testing and subsequently also important larger EU markets.

1 - 5 hospitals 6 - 10 hospitals 11 - 20 hospitals > 21 hospitals


1 - ViroGates has shown in the Interventional study (see p. 51

"Interventional Study") that acute medical departments can

save resources by implementing the product in daily practice,

and that suPARnostic® will alter clinical decisions.

2 - The Acute Care departments in most Southern European

and Eastern European markets have the ability to run tests

directly in the Acute Care departments, whereas this is cur-

rently a bit more difficult in the Northern EU markets. Hence

the suPARnostic® Quick Triage product is directly applicable in

Southern and Eastern EU whereas the Northern markets will

await the suPARnostic® Turbilatex product that will launch in

Q3 2018. (see p. 52 "Products")

3 - It is most often a prerequisite to set up a trial period with

some seeded products to get the customers familiar with the

suPARnostic® measurements. The customers normally want to

confirm compatibility with their existing work processes. Viro-

Gates currently has several such applicability studies running

in Spain, Austria, Romania and Serbia.

ViroGates financial projections are assuming a run-in period

of 9-12 months from first visit until the customer is converted

to a paying customer.

The value of a customer depends on the size of the hospi-

tal and its uptake area. A small hospital will have some 6,000

patients on an annual basis passing through the acute medi-

cal department and undergoing a thorough triage using blood

samples etc. whereas a larger hospital will have some 12,000

patients that are seen in this ward. This corresponds to uptake

areas of 250,000 and 500,000 patients respectively.

Road map to the US market

The way to enter the US market starts with a Pre-IDE meeting

with the US medical authorities FDA to determine the need

for additional data to the data package that is already estab-

lished in the EU markets. ViroGates intends to call for the Pre-

IDE meeting as soon as the data from the interventional trial

have been published. In this way ViroGates will have a data

package for the FDA to consider. In general, clinical validation

is required for FDA approval. However, to obtain payment in

the US market a clinical utility study must be performed on a

US based population as well. Due to the lack of registries on a

national level in the US, it is foreseen that ViroGates will work

with an integrated health organization operating both insur-

ance planning and hospitals. Such organization will have a large

incentive to implement suPARnostic® in clinical practice as the

savings will benefit the overall insurance plan.

The reimbursement coding is an integral way of the path to

the US market and will also be considered as part of the path

to enter the US market.

Initital market focus - Acute Care

ViroGates will initially focus on the Acute Care market. It is

within this market the historical sales have taken place, as well

as the current trials. The recently completed interventional

study was also carried out within this segment. Acute Care

market penetration will be followed by the GP-segment by

2021, and Post Acute Care and direct to consumer/Healthcare

by 2022. The different segments are not homogeneous, so the

sales strategy will differ depending upon the segment.

Sales strategy in the Acute Care department

ViroGates will generally promote the products directly to the

Acute Care physicians. The sales process typically has differ-

ent stakeholders. The starting point is most often the head

of the Acute Care department, who needs to understand the

clinical value of the products. Another important stakeholder

is the head of the Clinical Biochemistry department/labora-

tory. This person is typically in charge of all biochemical analy-

sis that runs in the hospital and is typically also responsible for

managing the cost of such products. Lastly the hospital man-

agement needs to approve of the implementation.

“Emergency Departments are facing increased pressure

from patients seeking care. suPAR is in my view a promis-

ing tool to stratify the risk in all the medical patients. suPAR

may well emerge as a suitable tool for doctors to cope with

the overcrowding issues” - Prof. MD ph.D Frank Tacke,

University Hospital Aachen Dept. of Medicine III

Trial users in Spain

Currently ViroGates has 10 trial users in Spain: Madrid (6 hospitals), Bilbao, Getafe, Cuenca, Albacete, Vitoria, Tenerife


Sales strategy in the Post Acute Care segment

The penetration of the Post Acute Care market will follow

successful sales into Acute Care departments in a given area

since the suPAR result will be available upon discharge from

the hospital and admittance to the Post Acute Care facility

and hence will be a parameter that will be followed up by the

nurses and other caregivers at the facilities. The knowledge

and repeated measurement of suPAR allows the staff of the

Post Acute Care facility to plan for interventions, and for

monitoring of the effect of the intervention with a decrease

in suPAR as the target.

Sales strategy in Direct to consumer / Healthcare segment

For the Direct to consumer/Healthcare segment the decision

makers and processes are more diverse. Organizations offering

health check programs, as well as pharmacy/retail Health clin-

ics, are the target group and these include private hospitals,

private companies as well as companies offering health checks

to their employees. Commercial players include: Walgreens,

CVS, Pharmacy2U, Lloydspharmacy, Ultra Lab Tests etc. Viro-

Gates intends to partner with commercial operators for this

market since the large commercial players “own” the distribu-

tion chain and will have an incentive to diversify their prod-

uct offering and also offer clinically relevant tests to their cus-

tomers. ViroGates expects a cost of goods sold plus royalty in

exchange for the rights for the commercial operator to market

the suPAR test in this market segment. ViroGates expects that

the product offerings and market readiness will be in place for

launch by 2022.

Sales strategy in the General Practitioners market segment

It is the expectation that the General Practitioners (GPs) will

want to adopt the suPAR test once it has been established

in the hospital (Acute Care segment), since it will allow for a

more extensive screening of the patients in the GP’s practice.

Many patients need to be dismissed from the GP’s and it can

be beneficial for a GP to argue to the patient that this is done

on a more qualified basis (a blood sample) rather than a merely

a discussion of the symptoms of the patient. Furthermore the

GP will be able to more profoundly argue for an admission to

the hospital if the suPAR level is elevated. As for the market

segments above, ViroGates strategy is to partner with com-

panies who are active in the direct sales of diagnostics to the

GP’s segment. Commercial players include Alere, Thermo-

Fischer, Roche, Orion etc. ViroGates expects a cost of goods

sold plus royalty in exchange for the rights for the commer-

cial operator to market the suPAR test in this market segment.

ViroGates expects that the market will be ready to commer-

cialize by 2021.

2018 2019 2020 2021 2022

Acute Care

Timeline for market penetration in various segments

General Practitioner

Post Acute Care

Direct to consumer / Healthcare


REGULATORY APPROVAL

EU

IVD tests are regulated in Europe predominantly by the

national medicines agencies under the 98/79/EC directive gov-

erning in vitro diagnostic medical devices. ViroGates tests

are approved according to annex III. The European Commis-

sion's new In Vitro Diagnostic Regulation (IVDR 2017/746) has

recently been announced and management s current assess-

ment of the regulations is that they will not materially affect

ViroGates’ business. These regulations will not be in full force

until 2022.

India

ViroGates A/S has been granted Import Licence to India for

suPARnostic AUTO Flex ELISA (code E001) and suPARnos-

tic Quick Triage (code A003). The licence is issued under the

Drugs & Cosmetics Act 1949, and Rules 1945 thereunder, by

the Central Drugs Standard Control Organisation.

Canada

Canada has issued a class II medical devise license for the

approval of suPARnostic® QT and ELISA. As per the regulatory

requirements the license is in the name of ViroGates’ autho-

rised distributor Cedarlane Labs.

US

FDA governs the approval of IVD tests in the US market under

guidelines that are generally stricter than those that apply in the

EU and according to the Federal Food, Drug, and Cosmetic Act,

section 513. The law establishes a risk-based device classifica-

tion system for medical devices. Each device is assigned to one

of three regulatory classes: Class I, Class II or Class III, based on

the level of control necessary to provide reasonable assurance

of its safety and effectiveness. It is management’s belief that

ViroGates tests will be classified as Class I or II and hence will

not require a Pre-Market Approval according to section 515 of

the FD&C Act in order to obtain marketing clearance. Manage-

ment believe that the submission and review of suPARnostic®

products in the USA will be according to the “De Novo classifi-

cation” which is a request, under section 513(f)(2) of the Fed-

eral Food, Drug, and Cosmetic Act (the FD&C Act), also known

as the De Novo classification process. This process provides a

pathway to Class I or Class II classification for medical devices

for which general controls or general and special controls pro-

vide a reasonable assurance of safety and effectiveness, but for

which there is no legally marketed predicate device.

INTERVENTIONAL STUDY

ViroGates has recently conducted a large clinical study on

16,000 patients that were admitted to the ED at two hospi-

tals in Denmark (Herlev Hospital and Bispebjerg Hospital). The

study was an interventional study in which the doctors in the

ED received information on the suPAR level of the patients in

one arm of the study, while in the other arm (the control group)

the doctors got the usual information based on vital signs and

traditional biomarkers. The study is still to be published and will

provide important information on the potential for saving hos-

pital bed time by ways of using better decision making support

tools in daily practice.

While the study was not able to show a statistical signifi-

cant difference in mortality, when comparing the patients

where doctors had access to suPAR results with the control

group, the suPAR group had an average of 6.5 hours less stay

in the hospital. This is likely due to more discharge decisions

made early on by doctors. Based on the data above, reim-

bursements consultants (Incentive Partners ApS, Denmark)

were engaged to calculate the economic benefits of the time

savings. Net savings (after deduction of list prices for suPAR-

nostic® products) amounted to more than EUR 27 billion in

selected EU markets and the US, see figures below. Each mar-

ket has distinct average prices for a hospital bed and average

cost for typical medicinal departments have been used.

Potential healthcare savings using suPARnostic in Acute Care in selected EU markets

Potential healthcare savings using suPARnostic in Acute Care in the US, private and public

870

368293

243

8729

0100200300400500600700800900

1 000

EUR

mill

ions

9,3

16,5

02468

1012141618

US private US public

EUR

billi

ons


PRODUCTS

The Company s current product portfolio comprises suPARnostic® Auto Flex ELISA kits based on Enzyme-Linked Immunosor-

bent Assay technology, as well as the suPARnostic® Quick Triage test based on gold conjugated antibody assay technology as well

as the suPARnostic® Turbilatex that is currently in development. All suPARnostic products carry the suPARnostic® “umbrella”

brand-first name and a technology platform specific surname.

suPARnostic® Quick Triage test

suPARnostic® Auto Flex ELISA kits

suPARnostic® Quick Triage test

The suPARnostic® Quick Triage (QT) product was launched in

December 2015 and is the latest addition to ViroGates’ prod-

uct portfolio. This product is primarily for market segments

where testing in situ is required and where time to result is of

high importance. Emergency room setting/Acute Care medi-

cine is the primary segment in need of this product. The Quick

Triage is sold with an optical reader (sourced from QIAGEN,

but adapted for QT use by ViroGates) to provide the user with

accurate quantitative results. The first Quick Triage is mea-

suring blood plasma and not full blood. ViroGates is the legal

owner of the product but has contracted with BBI Solutions

for their manufacturing of the product.

Future development of the suPARnostic® Quick Triage test

An improved version 2 will be developed for direct use of full

blood and with convenient reading of results. It is expected

that the market is willing to pay a premium for convenience

and that the market is larger than that for the first Quick Triage

sticks. If taken even further, a versatile POC test instrument

can measure for more parameters, e.g. suPAR, CRP, HbA1c,

WBC and others. Achieving the latter can be done either via

internal development, or more likely by adding suPAR onto

existing instruments from Orion, Abbott, Roche, etc.

suPARnostic® Auto Flex ELISA kits

The ELISA kits are very stable and demonstrate high degree

of quality with respect to both specificity and sensitivity. The

suPARnostic® ELISA kit’s key selling features are:

• Well proven technology platform

• Well documented, stable and reliable

• Limited need for additional equipment to perform tests

The main drawbacks for the ELISA products are that they

are time-consuming to perform (takes 2-3 hours to perform).

Given this timeframe it is generally too slow for Acute Care to

await results from an ELISA test. Furthermore, fewer ELISAs

are performed these days and central labs are not keen to per-

form ELISAs due to the required manual labor involved

Selected users (mainly in research) are happy with the ELISA

method since it is very adequate for use in larger biobank study

work. In biobank settings the tests are conducted in a labora-

tory: a technician processes a batch of samples, where typically

several hundreds or thousands of samples are processed from

samples via pipetting. These are then measured in a non-acute

way, and the results are subsequently sent back to responsible

clinical personnel.


suPARnostic® TurbiLatex

The suPARnostic® TurbiLatex product is the lead product in

the pipeline and is expected to be commercially launched in

Q3 2018.

The product is a turbidimetric assay using ViroGates’ pro-

prietary antibodies coupled to latex beads. The advantage of

a product of this kind is that all medium to large hospitals will

have access to a turbidimetric platform and no extra hands-on

work from the clinical chemistry lab is needed. Most diagnos-

tic tests will be performed using this platform and the suPAR

measurement will be made using the blood sample that has

already been collected. The clinical staff will thus have access

to the suPAR result in exactly the same way as they get access

to other blood sample results.

The initial platform this product is developed for is the

Roche COBAS platform but the same principle for measuring

is available from other industrial players such as Abbott, Sie-

mens, Beckman Coulter, BioMérieux etc.

suPARnostic® TurbiLatex as illustrated in Roche Diagnostics cassettes for use on Roche COBAS platform



suPARnostic® Auto Flex ELISA Plate Coating & Kit

Assembly

Plate coating, buffer preparation and kit assembly is out-

sourced to a European ISO-certified CMO (contract manufac-

turing organization) Eurodiagnostica AB (Malmoe, Sweden).

Eurodiagnostica has decades of experience in ELISA produc-

tion and validation. Routine production is established and run-

ning. Up-scaling to high volumes is possible at this selected

site as well, so there are no barriers to market expansion with

regard to large-scale production.

suPARnostic® Quick Triage production

The suPARnostic® QT product is manufactured by BBI Solu-

tions in Cardiff, Wales. BBI is a ISO certified manufacturer of

lateral flow tests and has for many years been market leaders

in the field due to their affiliation with Inverness (now Alere).

BBI has backup production facilities and is generally well capa-

ble of producing large quantities of products with high quality

measures. BBI also stocks and distribute the products on Viro-

Gates’ behalf under a separate distribution agreement.

PRODUCTION

ViroGates has outsourced manufacturing in order to reduce

the requirement for fixed laboratory facilities, Capital expen-

ditures and personnel.

Antibody Production

ViroGates has developed its own antibody-producing clones.

Ensuring optimal affinity to suPAR that is variable with each

antibody clone due to the likely binding to different epitopes

is however very difficult to achieve. This will affect the quality

of the assay and will make it difficult to establish a clear clinical

value for competitors.

In-house production of antibodies has allowed ViroGates

to select the most clinically relevant antibodies, thus produc-

ing the most efficient and applicable test. The proprietary pro-

duction mitigates the risk of generic products. The high qual-

ity of the suPARnostic® antibodies allows for transfer to other

technical platforms.

Illustration of production flow


VIROGATES´ PROPRIETARY RIGHTS

ViroGates has been applying for and been granted patents for

the clinical use of suPAR. The proprietary rights also include

licensed patents on an exclusive basis.

The patents provide solid protection within the clinical use

documented in the studies conducted to date.

ViroGates patent families cover the use of suPAR for clini-

cal prognostication over a broad range. The patents cover the

ability of suPAR to predict disease development over a 10-year

period in healthy individuals to 30-day survival in acute sepsis

patients.

To the best of ViroGates’ knowledge, ViroGates has full

freedom-to-operate in this use-area. suPAR antibodies per se

can be used by other parties for research purposes, but any

use, development, production, or other activities, around a

suPAR based test for a clinical application in inflammatory dis-

eases will be infringing upon ViroGates’ patents. The various

patent families are listed below.

All current and future patent applications have/will be des-

ignated for all relevant countries covering the major global

markets in the Western world, newly industrialized countries

and in developing regions.

ViroGates is not only securing suPAR dominance via pat-

ents but also by applying significant trade secrets in the manu-

facturing processes. By having developed proprietary antibod-

ies and used unique techniques in manufacturing and in clinical

trials, the Company has set the standards and clinical cut-offs

for suPAR in the literature – as the values obtained in blood

measurement are dependent on the antibodies used. Thus,

three distinct features secure ViroGates’ position:

• 1: Worldwide issued patents including applications.

• 2: Unique suPAR monoclonal antibodies, produced from

proprietary hybridoma cell lines.

• 3: Clinical documentation and cut-off values for suPAR by

application of suPARnostic products in clinical trials.

ViroGates™ and the brand name SuPARnostic® are trade-

mark-protected names owned by ViroGates.

Proprietary antibody cell lines

ViroGates has developed its own unique antibody producing

hybridomas (immortal monoclonal antibody producing cell-

lines). The hybridomas have been generated by immuniza-

tion of recombinant CHO-cell that produced human suPAR

in mice and rats. Spleen cells from immunized animals were

fused with myeloma cells (X63AGO, SP2) and monoclonal cell

lines obtained through subclonation. Nine unique monoclonal

antibody producing hybridomas, including the VG-1 and VG-2

hybridomas, ensure continuous productions can be carried

out.

POLICY FOR RESEARCH AND DEVELOPMENT

ViroGates’ primary research and development objective is to

drive research within the field of utilization of suPAR as a bio-

marker for prognosis of disease. ViroGates continuously strive

to develop new in vitro diagnostic applications to measure

the level of suPAR in a manner that can be used by hospitals,

specialist doctors, general practitioners, research and indus-

trial labs and also ordinary health conscious individuals. Most

recently ViroGates has focused on clinical utility studies in

the Acute Care field to document the effectiveness of using

the branded product line suPARnostic® in the Acute Care tri-

aging process. ViroGates has furthermore invested heavily in

the development of a new turbidimetric platform that will

facilitate the use of the suPARnostic® products particularly in

a hospital setting. To this end, ViroGates primarily work with

independent third parties such as hospital physicians to drive

studies and external development partners in terms of product

development. The Company does, however, also rely on the

Company s associated Polish research and development lab to

carry out the necessary analysis and documentation work.

During the first quarter fiscal year 2018, research and devel-

opment expenses amounted to 71% (81%) of the Company’s

total operating expenses, and for the full fiscal year 2017, the

same numbers were 68% (64%) of total operating expenses.

ViroGates patent families as of the date of this Prospectus

suPAR in the Emergency Department• Patent number: 1809795.3• Abstract: The invention concerns the examination of subjects admitted to, or presenting at, a hospital Emergency Department. The invention aims

to provide novel means by which medical personnel can (in conjunction with other clinical observations and medical history etc.) assess the state of a subject and, in particular, the subject’s risk of mortality within a short time frame. This enables more accurate assessments to be made concerning whether a subject should be admitted or discharged.

• Type: Pending• Filed: 21 February 2018• Expires: 2038• Assignee: ViroGates A/S• Inventor: Jesper Eugen-Olsen


Soluble urokinase plasminogen activator receptor (suPAR) as diagnostic marker for low-grade inflammation • Patent number: EP2500730B1 (divisional of the 8815519 below)• Abstract: The invention is directed to a method of diagnosing low-grade inflammation in an apparently healthy mammalian subject. The invention

is further directed to a method of predicting the risk of developing a low-grade inflammation-related disease in a mammalian subject.• Type: Granted • Filed: 19 September 2012• Expires: 2028• Date of Patent: March 9, 2018• Assignee: Hvidovre Hospital, exclusive licence to ViroGates A/S• Inventors: Jesper Eugen-Olsen, Steen B. Haugaard, Ove Andersen

Methods of selecting and treating subjects with low-grade inflammation and metabolic disorders • Patent number: 9645157 (divisional of the 8815519 below)• Abstract: The invention concerns a marker for low-grade inflammation and metabolic syndrome (MS) and MS-related diseases and/or low-grade

inflammation-related diseases such as cardiovascular disease, ischemic heart disease and type 2 diabetes. More particularly it concerns the measurement of the concentration of soluble urokinase plasminogen activator receptor (suPAR) in human biological fluids (sputum, cystic fluid, ascites, serum, plasma, urine) as a tool of diagnosing and/or prognosticating low-grade inflammation and metabolic syndrome and the risk of development of the related diseases such as cancer, cardiovascular disease, ischemic heart disease and type 2 diabetes.

• Type: Granted • Filed: June 23, 2014 • Expires: 2028• Date of Patent: May 9, 2017 • Assignee: Hvidovre Hospital, exclusive licence to ViroGates A/S• Inventors: Jesper Eugen-Olsen, Steen B. Haugaard, Ove Andersen

Method for predicting cancer and other diseases • Patent number: 8815519 • Abstract: The invention concerns a marker for low-grade inflammation and metabolic syndrome (MS) and MS-related diseases and/or low-grade

inflammation-related diseases such as cardiovascular disease, ischemic heart disease and type 2 diabetes. More particularly it concerns the measurement of the concentration of soluble urokinase plasminogen activator receptor (suPAR) in human biological fluids (sputum, cystic fluid, ascites, serum, plasma, urine) as a tool of diagnosing and/or prognosticating low-grade inflammation and metabolic syndrome and the risk of development of the related diseases such as cancer, cardiovascular disease, ischemic heart disease and type 2 diabetes.

• Type: Granted• Filed: December 12, 2007 • Expires: 2028• Date of Patent: August 26, 2014 • Assignee: Hvidovre Hospital, exclusive licence to ViroGates A/S• Inventors: Jesper Eugen-Olsen, Steen B. Haugaard, Ove Andersen

Method of diagnosing or prognosticating major respiratory bacterial pathogens in a subject • Publication number: 20050100961 • Abstract: The present invention concerns the diagnosis and/or prognosis of major respiratory bacterial pathogens. In particular it concerns Strep-

tococcus pneumoniae and Mycobacterium tuberculosis. More particular it concerns the measurements of the concentration of soluble urokinase plasminogen activator receptor (suPAR) in human biological fluids (sputum, cystic fluid, ascites, serum, plasma, urine) as a tool of diagnosing respiratory bacterial infection as well as the prognosis of disease progression.

• Type: Granted • Filed: May 21, 2002 • Expires: 2022• Date of Patent: July 15, 2008 • Assignee: ViroGates A/S • Inventor: Jesper Eugen-Olsen

Method and tool for prognosticating HIV infection in a subject by measuring soluble urokinase plasminogen activator receptor, degradation products thereof, and urokinase plasminogen activator receptor • Patent number: 6902884 • Abstract: Method of diagnosing and/or prognosticating HIV infection in a subject comprising the steps of: (a) performing in vitro a measurement

of the level of a marker in the form of (i) urokinase plasminogen activator receptor (uPAR), (ii) soluble urokinase plasminogen activator receptor (suPAR), (iii) urokinase-type plasminogen activator (uPA), (iv) one or more degradation products of (i), (ii), or (iii), and/or (v) an mRNA for (i), (ii) or (iii), in a biological fluid sample from a subject, and (b) using the measurement value obtained to evaluate the state of the subject.

• Type: Granted• Filed: November 27, 2000 • Expires: 2020• Date of Patent: June 7, 2005 • Assignee: ViroGates A/S• Inventor: Jesper Eugen-Olsen


suPAR molecule and cleavage from White Blood Cells

The membrane-bound uPAR is illustrated in figure above. uPAR is linked to the cell membrane by a glycosyl phosphatidylinositol (GPI)-anchor and binding of urokinase plasminogen activator (uPA) to uPAR, facilitates cleavage of the anchor and hence shedding of the receptor. Once this anchor is cleaved the protein is released from the membrane and becomes soluble as illustrated in B.

Technology overview

THE SUPAR MOLECULE

suPAR is the soluble form of the receptor for urokinase plas-

minogen activator (uPAR) which is present on various immuno-

logically active cells including immature myeloid monocytes,

activated T-lymphocytes and macrophages. uPAR is involved

in a variety of functions, including blood clotting, cell migra-

tion, adhesion and differentiation. In its soluble form (suPAR)

is found in various body fluids, including plasma, urine, sputum

and cerebrospinal fluid, and its biological activities includes

chemotaxis (traffic regulator of immune cells). All individuals

have a measurable suPAR level.

Scientific evidence

Several hundreds of clinical studies have been published on

the prognostic value of suPAR (e.g. by searching “suPAR” at

www.ncbi.nlm.nih.gov/pubmed). The studies consistently show

that suPAR adds significant and independent value to risk pre-

diction. Independent means that it adds significant additional

value to other known risk factors (age, sex, clinical signs, other

biomarkers).

CLINICAL OVERVIEW

Chronic diseases and lifestyle monitoring

The human lifespan continues to increase with improvements

in medical technologies and treatment options. However, with

longer lifetime expectancy, an increase in chronic diseases,

such as type-2 diabetes, cardiovascular diseases, organ diseases

and cancer is seen, to an extent where chronic diseases now

constitute the leading cause of death globally (WHO 2014). In

the last decades, chronic inflammation has been identified as a

major driver of disease development in the general population.

Since the discovery of suPAR in 1997, it has become more

and more evident that suPAR is a measure of chronic inflam-

mation and suPAR is on the verge to become the biomarker

of chronic inflammation. There are two reasons for this:

• 1: suPAR is the strongest marker for development of dis-

ease in the general population and of disease progression in

patients.

• 2: suPAR is a very stable marker, both in vivo (stable in a

healthy individual over time) and in vitro (stable under labo-

ratory conditions, e.g. when handling and measuring a sam-

ple).

500

400

300

200

100

0

1990 1995 2000 2005 2010 2015

Accumulated Publications (PubMed) on suPAR

suPAR increases slightly with age, and suPAR is affected by life-

style such as smoking.1 Smoking is an important risk factor. In

smokers, suPAR is predictive for development of lung cancer. If

a smoker quits smoking, the suPAR level decreases in 4 weeks’

1 Haupt TH, Kallemose T, Ladelund S, Rasmussen LJ, Thorball CW, An-

dersen O, Pisinger C, Eugen-Olsen J. Risk factors associated with serum

levels of the inflammatory biomarker soluble urokinase plasminogen activator

receptor in a general population. Biomark Insights. 2014 Dec 16;9:91-100.

Eugen-Olsen J, Andersen O, Linneberg A, Ladelund S, Hansen TW, Langkilde A,

Petersen J, Pielak T, Møller LN, Jeppesen J, Lyngbaek S, Fenger M, Olsen MH,

Hildebrandt PR, Borch-Johnsen K, Jørgensen T, Haugaard SB. Circulating soluble

urokinase plasminogen activator receptor predicts cancer, cardiovascular disease,

diabetes and mortality in the general population. J Intern Med. 2010

Sep;268(3):296-308.

Several hundreds of clinical studies have been published on the prognostic value of suPAR.


time2. Furthermore, unhealthy diet and physical inactivity may

also lead to increased suPAR levels, and morbid obesity is associ-

ated with elevated suPAR3. In blood donors, the median suPAR

level for men and women is 2.2 ng/ml and 2.5 ng/ml, respectively4.

In conclusion, an elevated suPAR in healthy individuals

is predictive of development of a range of diseases, includ-

ing cancer, cardiovascular, kidney and diabetes within the

next 10-years. A change towards healthier lifestyle results in

lowering of the suPAR level, and the resultant level is predic-

tive of risk. Thus, the suPAR level is an early warning allow-

ing for intervention and prevention of disease. The knowledge

of suPAR allows an individual to act in time and gives us the

opportunity to live a better and longer life.

suPAR in the Acute Cate Department

Compared to the general population, patients in the Acute

Care Departments more often have elevated suPAR levels due

to presence of disease. And the higher the suPAR level, the

more severe is the disease and the higher is the risk of readmis-

sion and mortality5.

In the Acute Care Departments, shortened hospital stays and

a reduced number of beds cause a large patient turnover. For

optimal treatment and observation of patients admitted to the

Acute Care Departments, a proper risk assessment is needed to

ensure that the most ill patients are prioritized and are quickly

2 Eugen-Olsen J, Ladelund S, Sørensen LT. Plasma suPAR is lowered by

smoking cessation: a randomized controlled study. Eur J Clin Invest. 2016

Apr;46(4):305-11.

3 Haupt TH, Kallemose T, Ladelund S, Rasmussen LJ, Thorball CW, Andersen

O, Pisinger C, Eugen-Olsen J. Risk factors associated with serum levels of the

inflammatory biomarker soluble urokinase plasminogen activator receptor in a

general population. Biomark Insights. 2014 Dec 16;9:91-100.

4 Haastrup E, Grau K, Eugen-Olsen J, Thorball C, Kessing LV, Ullum

H. Soluble urokinase plasminogen activator receptor as a marker for use of

antidepressants.PLoS One. 2014 Oct 20;9(10):e110555.

5 Rasmussen, L. J. H. et al. Unpublished data. (2015).


Survival according to suPAR level among men

Kaplan–Meier plot showing survival according to suPAR level among men in the general Danish population. For each age group (41, 51, 61 and 71 years), suPAR was divided into quartiles. The darkest grey line (1. suPAR quartile) refers to individuals with suPAR in the lowest quartile (0–25%). Similarly, the lightest grey line (4. suPAR quartile) refers to individuals with the highest suPAR level.The Y-axis illustrates number of individuals alive (1.0 = 100%). The X-axis shows the age of the individuals.

The horizontal green dotted line drawn at 80% shows that one in five individuals have died at age 60 in the highest suPAR quartile whereas, in the lowest suPAR quartile, one in five men has died at age 75. Thus, 15 years shorter life for those in the highest suPAR quartile compared to those in the lowest suPAR quartile.

Source: Eugen-Olsen et al, JIM 2010

examined and put under a more careful observation. More-

over, unnecessary admissions and the complications from these

(functional decline, delirium, and hospital acquired infections)

are avoided by identifying those patients who can be discharged.


Selected financial information

Income statement for ViroGates A/S



DKK´000 2018 2017 2017 2016

Net revenue 574 1,202 2,441 3,686

Cost of sales -64 -84 -271 -356

Other external expenses -2,083 -1,577 -6,435 -6,832

Gross profit/loss -1,574 -460 -4,265 -3,502

Staff cost -1,143 -816 -3,308 -3,336

Depreciation, amortization and impairment -31 -25 -119 -99

Operating loss -2,748 -1,300 -7,691 -6,937

Other financial income 2 0 16 69

Other financial expenses -218 -9 -22 -30

Loss before tax -2,964 -1,309 -7,697 -6,898

Tax on profit/loss for the period 652 288 1,710 1,495

Loss for the period -2,312 -1,021 -5,987 -5,403

ViroGates financial performance for the financial years 2016 and 2017 are presented below. The information is collected from

the Company’s audited financial statements for 2016 and 2017, which have been prepared in accordance with the provisions of the

Danish Financial Statements Act for enterprises in reporting class B, with additional choice of rules relating to reporting class C.

Financial information relating to the quarterly period January 1 - March 31, 2018 and the corresponding period in 2017 have been

derived from the Company’s interim report for the period January 1–March 31, 2018 which has been prepared in accordance with

the Danish Financial Statement Act. The financial figures for the first quarter of 2018 in the quarterly report for the first quarter of

2018 have been reviewed by the Company s auditor. The financial figures for the first quarter of 2017, as well as the key indicators

for all periods have not been audited or reviewed in outline by the Company’s auditor.


Balance sheet for ViroGates A/S



DKK´000 2018 2017 2017 2016

Assets

Other plant, machinery, tools and equipment 211 206 243 232

Tangible fixed assets 211 206 243 232

Rent deposit and other receivables 110 108 108 105

Fixed asset investments 110 108 108 105

Fixed assets 321 314 350 337

Finished goods and goods for resale 601 561 694 451

Inventories 601 561 694 451

Trade receivables 433 380 367 1,661

Other receivables 29 1,090 329 185

Receivables, corporation tax 2,362 1,783 1,710 1,495

Prepayments and accrued income 173 97 60 45

Receivables 2,997 3,351 2,467 3,386


Current assets 13,863 9,965 4,627 11,660

Assets 14,184 10,279 4,978 11,997

Equity and liabilities

Share capital 2,210 2,210 2,210 2,210

Retained profit -1,525 5,753 787 6,775

Equity 685 7,963 2,997 8,985

Convertible loan 10,893 0 0 0

Trade payables 718 365 262 1,356

Other liabilities 1,887 1,951 1,718 1,656

Current liabilities 13,499 2,316 1,980 3,012

Liabilities 13,499 2,316 1,980 3,012

Equity and liabilities 14,184 10,279 4,978 11,997

The Company owns 2,582 treasury shares of nom. 1 DKK, which equals 0.1% of the total share capital.


Cash flow statement ViroGates A/S



DKK´000 2018 2017 2017 2016

Profit/loss for the year -2,312 1,021 -5,987 -5,403

Reversed depreciation of the year 31 25 119 99

Reversed tax on profit/loss for the year -652 -288 -1,710 -1,495

Corporation tax received 0 0 1,495 1,226

Change in inventory 93 -109 -243 47

Change in receivables 119 314 1,135 -1,138

Change in current liabilities (ex bank and tax) 625 -689 -1,033 -13

Cash flows from operating activities -2,095 -1,769 -6,224 -6,677

Purchase of tangible fixed assets 0 0 -130 0

Purchase of financial assets 0 0 -2 -2

Cash flows from investing activities 0 0 -132 -2

Loans 10,893 0 0 0

Cash flow from financing activities 10,893 0 0 0

Change in cash and cash equivalents 8,798 -1,769 -6,357 -6,679

Cash and cash equivalents at beginning of period 1,466 7,823 7,823 14,502

Cash and cash equivalents at end of period 10,264 6,053 1,466 7,823

Specification of cash and cash equivalents at end of period


Cash and cash equivalents, net debt 10,264 6,053 1,466 7,823


Key indicators



DKK´000 2018 2017 2017 2016

Net sales 574 1,202 2,441 3,686

Operating earnings -2,748 -1,300 -7,691 -6,937

Earnings before tax -2,964 -1,309 -7,697 -6,898

Net earnings -2,312 -1,021 -5,987 -5,403

Earnings per share before dilution (DKK/share) 0 0 0 0

Earnings per share after dilution (DKK/share) 0 0 0 0

Average number of shares before dilution 2,210,172 2 210 172 2,210,172 2,210,172

Average number of shares after dilution 2,427,687 2,423,287 2,426,587 2,422,187

Equity ratio, % 5 77 60 75

Dividend per share (DKK/share) 0 0 0 0

Number of employees end of period 4 4 4 4

Definitiions

Operating earnings Operating income less operating expenses plus depreciation and amortization

Earnings before tax Operating earnings less net financials

Earnings per share before dilution (DKK/share) Profit/loss for the period divided by the average number of shares before dilution

Earnings per share after dilution (DKK/share) Profit/loss for the period divided by the average number of shares after dilution

Average number of shares before dilution Average number of issued shares before dilution during the period

Average number of shares after dilution Average number of issued shares after dilution during the period

Equity ratio, % Equity divided by total assets

Dividend per share (DKK/share) Dividends divided by average number of shares during the period


Comments on the selected financial information

For the comments on the three-month period ended 31 March

2018 compared to the three-month period ended 31 March

2017 the following applies: Amounts which are stated without

parenthesis refer to the period 1 January, 2018 to 31 March,

2018 while amounts within parenthesis refer to the period 1

January, 2017 to 31 March, 2017.

For the comments on year ended 31 December, 2017 com-

pared to the year ended 31 December, 2016 the following

applies: Amounts which are stated without parenthesis refer

to the period 1 January, 2017 to 31 December, 2017 while

amounts within parenthesis refer to the period 1 January, 2016

to 31 December, 2016.

OPERATING RESULTS

Three-month period ended 31 March 2018 compared to

the three-month period ended 31 March 2017.

ViroGates’s income statement for the first quarter fiscal year

2018 (1 January to 31 March 2018) shows a net loss of TDKK

2,312, against a net loss of TDKK 1,021 in the previous fiscal

year.

Revenues decreased to TDKK 574 during the first quarter

fiscal year 2018, from TDKK 1,202 the previous fiscal year. This

was mainly due to the impact of the new Sundhedsplatform

implemented from the second quarter 2017, in the capital

region of Denmark, which meant that the ordering of suPAR

tests at the largest account changed from automatically to be

ordered manually as a separate process. This led to a decrease

in the test volume. The problem has not been solved yet but

risk mitigation in terms of reminders to the Acute Care staff

has been put in place and the Company expects volumes to

increase over the next quarters.

Cost of sales remained at the same level as the first quarter

of 2017.

Other external expenses increased to TDKK 2,083 (TDKK

1,577), mainly driven by the costs of R&D. Personnel expenses

increased to TDKK 1,143 (TDKK 816) during the first quarter

of fiscal year 2018, mainly because of an increase in the num-

ber of full time employees.

During the first quarter of fiscal year 2018 the Company

showed an operating loss of TDKK 2,748 (TDKK 1,300).

Net financial items amounted to TDKK -218 (TDKK 9),

where the increase relates to interest on the convertible loan.

ViroGates’s tax credit during the first quarter of fiscal year

2018 amounted to TDKK 652 (TDKK 288).

Year ended 31 December 2017 compared to the year end-

ed 31 December 2016.

ViroGates’s income statement for fiscal year 2017 (1 January

2017 to 31 December 2017) shows a net loss of TDKK 5,987,

against a net loss of TDKK 5,403 in the previous fiscal year.

Revenues decreased to TDKK 2,441 (TDKK 3,686) due to

the impact of the new Sundhedsplatform implemented from

the second quarter 2017. The Company expect that the impact

in 2018 will be slightly less. See also above.

Cost of sales remained at the same level as the fiscal year

2016

Other external expenses decreased to TDKK 6,435 (TDKK

6,832 in fiscal year 2017, mainly due to costs relating to the

company’s investment in an Acute Care interventional study,

mainly conducted in 2016.

Personnel expenses amounted to TDKK 3,308 (TDKK

3,336) during the fiscal year.

In fiscal year 2017, ViroGates recorded an operating loss of

TDKK 7,691 against an operating loss of TDKK 6,937 in fiscal

year 2016.

Net financials amounted to TDKK -6 (TDKK 39) in fiscal

year 2017, mainly due to the negative interest on bank depos-

its.

In fiscal 2018, ViroGates recorded an R&D tax credit of

TDKK 1,710 (TDKK 1,495).

ASSETS



As of 31 March 2018, the Company's total assets amounted

to TDKK 14,481 (TDKK 10,279). The Company's fixed assets

amounted to TDKK 321 (TDKK 314). Current assets amounted

to TDKK 13,863 (TDKK 9,965). At the end of the three-month

period, the Company had cash and cash equivalents of TDKK

10,264 (TDKK 6,053).



As of 31 December 2017, the Company s total assets amounted

to TDKK 4,978 (TDKK 11,997). The Company’s fixed assets at

the closing date were TDKK 350 (TDKK 337). Current assets at

31 December, 2017 amounted to TDKK 4,627 million (TDKK

11,660). The Company had cash and cash equivalents of TDKK

1,466 (TDKK 7,823) at year-end.

The company has non-capitalized deferred tax assets

of MDKK 58.6 at 31 December, 2017, of which MDKK 58.6

relates to tax losses that can be carried forward indefinitely.


EQUITY AND LIABILITIES



Shareholders' equity as of 31 March 2018, amounted to TDKK

685 (TDKK 7,963). The increase is attributable to the net loss

for the period. A convertible loan of TDKK 10,893 was estab-

lished in 2017 and was made available 20 February 2018 by the

Company’s existing shareholders.

Current liabilities amounted to TDKK 13,499 (TDKK

2,316), consisting primarily of the convertible loan and inter-

est hereon.



As of 31 December 2017, Shareholders’ equity amounted to

TDKK 2,997 (TDKK 8,985). The decrease is attributable to the

net loss for the year amounting to TDKK 5,987.

Current liabilities of TDKK 1,980 (TDKK 3,012), mainly

consist of trade and other payables (accrued holiday pay and

prepayment from an EU funded project (HEMOSPEC).

CASH FLOW



Cash flow from operating activities was TDKK -2,095 (TDKK

1,770), mainly due to the net loss for the quarter. Cash flow

from investing activities for the first quarter of fiscal year 2018

amounted to TDKK 0,0 (TDKK 0,0). Cash flow from financ-

ing activities the first quarter of fiscal year 2018 amounted

to TDKK 10,893 (TDKK 0,0), due to the convertible loan.

The total net cash flow for the quarter ended 30 March 2018

amounted to TDKK 8,798 (TDKK 1,770).



Cash flow from operating activities amounted to TDKK -6,224

(TDKK -6,677), mainly due to the net loss and changes in pay-

ables. Cash flow from investment activities for the fiscal year

totaled TDKK 132 (TDKK -2). Cash flow from financing activi-

ties for the fiscal year was TDKK 0 (TDKK 0). The total net

cash flow for the year that ended 31 December 2017 totaled

TDKK -6,357 (TDKK -6,679).

INVESTMENTS


the three-month period ended 31 March 2017

Net investments in PP&E amounted TDKK 0 (TDKK 0).

Year ended 31 December 2017 compared to the year

ended 31 December 2016

Net investments in PP&E amounted to TDKK 130 (TDKK 0)

and relates to investments in research equipment and tools.

CURRENT AND PLANNED INVESTMENTS.

ViroGates has minor net investments in fixed assets ongoing

and planned.

NON-CURRENT ASSETS

As of 31 December, 2017, ViroGates’s PP&E totaled TDKK

242, largely consisting of research equipment and tools. The

Company’s financial assets as of this date amounted to TDKK

2,575, mainly made up by receivables.

SIGNIFICANT EVENTS SINCE 31 MARCH 2018

Since 31 March 2018 no events have occurred which could

materially change the assessment of the quarterly or the

annual report.

TRENDS

The global healthcare expenses are continuously rising and

ViroGates’ product solutions are an effective way to poten-

tially mitigate unwarranted admissions in the Acute Care field.

ViroGates expect this trend to continue and commit to further

spending R&D resources in both product development and

clinical studies to further elucidate the cost effectiveness of

its patented product solutions. The board of ViroGates expect

that this trend will continue for the foreseeable future render-

ing ViroGates product offerings important for years to come.

To the best of the Board’s knowledge, in addition to what is

mention in the section "Risk factors", no other known trends,

uncertainties, potential claims or other demands, commit-

ments or events are expected to have a material impact on the

Company’s future prospects. Nor is ViroGates aware of any

official, economic, fiscal, monetary or other political measures

that, directly or indirectly, have had a significant impact, or

that could materially impact the Company’s operations.


Capitalization, indebtedness and other financial information

The tables in this section describe the Company’s interest-bearing receivables and liabilities as of March 31, 2018. See section

“Share capital and ownership structure” for further information about the Company’s share capital and shares. The tables in this

section should be read together with “Comments on the selected financial information” along with the Company’s financial state-

ments and accompanying notes which are incorporated in this Prospectus by reference. ViroGates A/S was founded on 1 Novem-

ber, 2000 and is registered in Denmark. The information for ViroGates is collected from the reviewed interim report for the period

1 January - 31 March, 2018 (incorporated in this Prospectus).

ViroGates A/S

Shareholder´s Equity and Liabilities 31 March 2018

DKK

Sum current debt 13,498,931

Guaranteed 0

Secured 0

Unguaranteed/unsecured 13,498,931

Sum non-current debt 0

Guaranteed 0

Secured 0

Unguaranteed/unsecured 0

Shareholder s Equity 685,285

Share capital 2,210,172

Retained earnings -1,524,887

ViroGates A/S

Net indebtedness 31 March 2018

DKK

(A) Cash 10,264,302

(B) Cash equivalents 0

(C) Trading securities 0

(D) Liquidity A + B + C 10,264,302

(E) Current financial receivables 3,056,553

(F) Current bank debt 0

(G) Current portion of non-current debt 0

(H) Other current financial debt 13,498,931

(I) Other current financial debt F + G + H 13,498,931

(J) Net current financial indebtedness I - E - D 178,076

(K) Non-current bank loans 0

(L) Bonds issued 0

(M) Issued convertible debentures 0

(N) Other non-current financial debt 0

(O) Non-current financial indebtedness K + L + M + N 0


CAPITALIZATION (AS OF MARCH 31, 2018)

As of 31 March 2018, the last reporting date before the Offer-

ing, Shareholder’s equity in ViroGates A/S amounted to

TDKK 33 and interest-bearing debt amounted to TDKK

11,099.

NET INDEBTEDNESS (AS OF MARCH 31, 2018)

As of 31 March 2018, the last reporting date before the Offer-

ing, ViroGates A/S cash and cash equivalents amounted to

TDKK 10,264. The Company’s debt as of 31 March 2018 was

TDKK 10,499.

WORKING CAPITAL

According to the assessment by the Board of Directors,

the working capital as per 31 March 2018 is insufficient for

the capital need for the next twelve months. Given the cur-

rent business plan, the Company estimates that the deficit in

the working capital for the next twelve months amounts to

around TDKK 15,000.

The working capital needs for the next twelve months is

to be met by the net receipts from issue of new shares car-

ried out in connection with the Offering, which could provide

the Company with a maximum of TDKK 71,180 after transac-

tion costs. If the Offering is carried through, also at the mini-

mum Offering, the Company will have sufficient working capi-

tal available for the Company s planned activities for at least

twelve months after the first date of trading on Nasdaq First

North Denmark. It is the Company s long term financial objec-

tive to be cash flow positive by the end of 2020.

In the event that the Offering is not carried through, the

Company will review its current business plan, and raise new

equity through existing major shareholders and new investors.

RESTRICTIONS IN USE OF CAPITAL

To the best of the Company s knowledge, there is no restric-

tions regarding the use of capital that would materially affect

the Company's operations.


Board of Directors, senior executives and auditors

BOARD OF DIRECTORS

According to the Articles of Association, the Board of Directors shall consist of not less than three (3) and not more than eight

(8) Board members. The Company’s Board of Directors currently consists of four (4) ordinary members, including the Chairman,

without deputies. All Board members are elected for a term of one year and may be re-elected. The Board of Directors elects a

chairman. In case of parity of votes, the chairman has the casting vote. Currently, the Company has no employee representatives

on the Board of Directors. Lars Kongsbak, Jørgen Thorball, Bernd Peter Uder are independent in relation to the Main Owners of

the Company. Lars Krogsgaard is one of the Main Owners of the Company with 10.98% of the shares. None of the Directors of

the Board hold management positions or perform material consultancy services for the Company and are thereby deemed inde-

pendent of the Company.

Business address of board members

The business address for the current members of the Board of Directors is Blokken 45, 3460 Birkerød in the Municipality of

Rudersdal, Denmark.

Dr. Lars Kongsbak (Chairman)

Born 1961. Chairman of the Board since 2015.

• Training and experience: Lars Kongsbak is currently president and CEO of Samplix A/S.

Lars was previously President & CEO of Exiqon A/S (Nasdaq OMX, EXQ). Exiqon was

acquired by QIAGEN QGEN (NYSE) in 2017. Lars tenure with Exiqon started 2000 and

he served the last 12 years as President and CEO. Prior to that Lars worked at Novozymes

A/S and Novo Nordisk A/S. Lars Kongsbak holds a Ph.D. in molecular biology from DTU

and a master of biology from KU.

• Current assignments: President and CEO of Samplix A/S (2017 - ), Board Member Blue-

Bee (2017 - ).

• Completed assignments (past five years): President and CEO of Exiqon (2003 - 2016)

• Shareholding: 0 shares, 43,940 warrants

Lars Krogsgaard

Born 1967. Member of the Board since 2016

• Training and experience: Lars Krogsgaard has worked with private equity investments for

20 years and has been an active investor in more than twenty-five companies and, inter

alia, served on the board of these companies. He has a documented value creating track

record as investor and owner of these Nordic companies. Lars holds an MBA in Finance

and International Business from the Stern School of Business at New York University and

a BSc in Economics from Copenhagen Business School. Lars Krogsgaard joined the board

as non-executive director.

• Current assignments: Board member in Daintel (2014 - ), Samplix A/S (2018 - ).

• Completed assignments (past five years): Board member in Network Service for True-

linked (2014 - 2018).

• Shareholding: 242,688 shares, 0 warrants


Dr. Jørgen Thorball MD


• Training and experience: Dr. Jørgen Thorball MD is managing partner of XOventure

GmbH, and is co-founder of ViroGates and Chairman of the Board in 2001-2015. Jør-

gen has held the position as Vice President of Business Development at Novozymes, and

before that Director and Founder of BioGaia HealthCare and more recently board mem-

ber of BioGaia AB [STO: BIOG-B], as well as many other international corporate manage-

ment positions in the pharmaceutical industry. He has a range of inventions of medical

applications behind him and is founder of numerous companies in the Life Science Indus-

try over the years.

• Current assignments: Chairman of 3Brain AG (2017 - ), Founder of Rigi.Care (2017 - ),

Managing Partner at XOventure GmbH (2007 - ), Board member at Retipharma (2018 - ),

Founder and Board member at 1CryoBio AG (2013 - )

• Completed assignments (past five years): CEO and Co-founder of Ophiuchus Technologies

AG (2013 - 2015), Inventor and Board member at BioGaia AB (2007 - 2015), Co-founder and

Board member at YourGlobalEye Aps (2009 - 2018), Chairman of Immudex A/S (2009 - 2014).

• Shareholding: 10,204 shares, 21,970 warrants

Bernd Peter Uder


• Training and experience: Bernd Uder, formerly Senior Vice President and Managing Direc-

tor at QIAGEN (QGEN - NYSE), today Managing Director of Uder Corporation. Bernd

Uder joined the board as non-executive director. Bernd Uder has extensive international

general management and sales & marketing experience during a more than 30-year career

in the life science and diagnostic industry. During his career he spent 14 years at QIAGEN,

and prior to that 17 years with Amersham Pharmacia Biotech.

• Current assignments: Owner Uder Consulting (2014 - ), Founder and owner Uder Corpo-

ration: Advisory & Design (2013 - ).

• Completed assignments (past five years): Senior Advisor Qiagen NV (2013 - 2014)

• Shareholding: 0 shares, 21,970 warrants

MANAGEMENT

Jakob Knudsen

Born 1968. CEO since 2011

• Training and experience: Jakob Knudsen was previously CCO & CFO of Egalet a company

listed at Nasdaq in NY. Egalet is focused on development and commercialisation of pain

products (opioids). Jakob oversaw all commercial operations including IP and Financing,

and was responsible for entering into multiple commercial collaborations (licensing and

feasibility stage agreements). In addition, Jakob closed several rounds of financing. Prior to

this Jakob was heading the Corporate Business Development function at ALK-Abelló A/S,

a Danish biopharmaceutical company. Jakob was responsible for ALK’s deals for its allergy

tablet portfolio, and over his 9-year tenure was involved with ALK’s acquisitions made over

the years with target companies in Switzerland, France, New York and a joint venture in

Germany. He was also responsible for concluding the biggest licensing deal at ALK, valued

at more than EUR 1 billion. Jakob was responsible for setting up ALK-Abelló’s Chinese sub-

sidiary. Jakob has additionally held responsibility for various sales and marketing functions.

Jakob is a lawyer by training and he also holds an MBA from Imperial College, UK.

• Current assignments: non-executive director, Expres2ion Biotech Holding AB (Nasdaq:

“EXPRES2”), Non-executive director PV Fonden

• Completed assignments (past five years): -



Dr. Jesper Eugen-Olsen, PHD

Born 1963. Co-founder. CSO since 2001

• Training and experience: Jesper has more than 30 years of research experience and is

author/ coauthor of +150 peer reviewed scientific publications and 12 patents, H-index

44, citations +6350. Jesper has been supervisor for 14 PhD students (3 ongoing), and prin-

cipal investigator at Copenhagen University Hospital Hvidovre since 1996. Jesper has

been appointed as Independent expert and evaluator for EU FP7, EDCTP, and Horizon

2020 since 2014 as well as International coordinator or responsible participant in FP6 and

FP7 EU financed projects. Reviewer for approx. 40 journals.

• Current assignments: -

• Completed assignments (past five years): Executive director of the board of ViroGates

A/S, Chairman of the board of Homerun Media ApS.


May Britt Dyvelkov

Born 1960. CFO since 2008

• Training and experience: May Britt Dyvelkov have been working in finance her entire

career. She has been in leading financial positions for several IT companies, most recently

as CFO of the Icelandic IT reseller Kerfi A/S (since 2001). Prior to joining Kerfi she held

the position of CFO in EET Nordic for 6 years. May has been creating financial systems

and implemented them to fit companies growing from 7 to 70 employees and has been

part of several mergers and acquisitions.

• Current assignments: -

• Completed assignments (past five years): -


Dr. Thomas Krarup ,PhD

Born 1963. VP Global Sales & Marketing since 2018

• Training and experience: Thomas holds a PhD in cell biology from Copenhagen Univer-

sity, Denmark, and Syracuse University, USA (1996); as well as a CBA from AVT Business

School (2005). Since 1997, Thomas has worked in the life science and clinical diagnostics

environments for major companies including Radiometer Medical, Becton Dickinson and

Roche Diagnostics, as well as for smaller companies including Oncotech, Exiqon and Che-

moMetec. In these companies he has held positions within scientific marketing, licensing,

business development and sales. Some of these positions comprised leadership-in-line as

well as distributor management.

• Current assignments:

• Completed assignments (past five years):

• Shareholding: 0 shares, 0 warrants


Statement on past records

During the past five years, none of the members of the Board

of Directors or the Management has been (i) convicted of

fraudulent offences or (ii) served as officer in any company

that has entered into bankruptcy, receivership or liquida-

tion or (iii) subject to any official public incriminations and/

or sanctions by statutory or regulatory authorities (including

designated professional bodies) or (iv) disqualified by a court

from acting as a member of the administrative, management or

supervisory bodies of an issuer or from acting in the manage-

ment or conduct of the affairs of any issuer.

Statement of conflict of interest

The Company is not aware of any family ties among the mem-

bers of the Board of Directors or Management. The Company

is not aware of any agreements or understanding among Major

Shareholders, customers, suppliers or others with respect to

election of members of the Board of Directors or appointment

of Management.

No actual or potential conflict of interest exists between

any duties of the members of the Board of Directors or Man-

agement towards the Company and these persons’ private

interests and/or duties to other persons.

REMUNERATION AND BENEFITS

The Company has since its inception in 2000 used a combi-

nation of fixed remuneration and variable remuneration and

share-based payments in the form of warrants as a supple-

ment. The Company has adopted general guidelines for incen-

tive payment of board members and managers in accordance

with the Danish Companies Act § 139. Reference is made to

Remuneration to Board of Directors and Management of ViroGates A/S during the financial year 2017

Name PositionFee

(DKK)Basic salary

(DKK)Pension

(DKK)Total

(DKK)Share based

payment

Board of Directors

Lars Kongsbak Chairman 150,000 - - 150,000 -

Bernd Peter Uder Board member 75,000 - - 75,000 -

Lars Krogsgaard Board member 75,000 - - 75,000 -

Jørgen Axell Thorball Board member 75,000 - - 75,000 -

Sum 375,000 - - 375,000 -

Management

Jakob Ole Knudsen CEO - 1,138,901 115,099 1,254,000 -

Other members of Management team* - 1,094,991 59,409 1,154,400 -

Sum - 2,233,892 174,508 2,408,400 -

Total 375,000 2,233,892 174,508 2,783,400 -

the section (“Board Practices – Incentive Guidelines”) below.

During 2017, the members of the Board of Directors

received an aggregate cash remuneration of DKK 375,000.

During 2017, the Company recognised share-based remunera-

tion totalling DKK 0 for warrants issued to members of the

Board of Directors.

The Company has not granted any loans, issued any guaran-

tees or made any other commitments in respect of the Board

of Directors or any member thereof. No exceptional agree-

ments, including agreements regarding extra bonus schemes,

have been concluded between the Company and any mem-

ber of the Board of Directors, and no member of the Board of

Directors is entitled to any compensation upon termination of

his or her term.

There are no amounts set aside or accrued by the Company

to provide pension, retirement or similar benefits for members

of the Board of Directors and the Company has no current

obligations to do so.

The aggregate cash remuneration to the current Manage-

ment for 2017 totaled DKK 2,408,400. During 2017, the Com-

pany recognised share-based remuneration totaling DKK 0 for

warrants issued to the current Management.

AUDITOR

The auditor shall review the Company’s annual reports and

accounting, as well as the management by the Board of Direc-

tors and the CEO. Following each fiscal year, the auditor shall

submit an audit report and a consolidated audit report to the

annual shareholders’ meeting. The Company s auditor shall be a

state authorized accountant or registered auditing firm.

* refers to Jesper Eugen-Olsen and May Britt Dyvelkov. Thomas Krarup was not an employee during 2017


ViroGates auditor during the fiscal year 2017 and 2016 was

Jesper Buch. Jesper Buch is State Authorised Public Accoun-

tant and member of FSR, from the auditing company BDO

Statsautoriseret revisionsaktieselskab.

In the fiscal year 2017, the total compensation paid to the

Company's auditing firm was DKK 70,000.

CURRENT EMPLOYMENT AGREEMENT FOR THE CEO

ViroGates has entered into an employment agreement with

the CEO Jakob Knudsen on 25 February 2011. The agreement

has been supplemented with addendum 1 of 19 February 2018

and addendum 2 of 28 March 2018. The employment agree-

ment set out the following key terms;

Remuneration

The CEO is entitled to a fixed monthly salary of DKK 104,500

and an annual bonus to be awarded at the discretion of the

board of directors. The bonus is calculated based on the

reported revenue and EBIT of ViroGates. Further, the CEO is

entitled to an additional bonus comprising three months salary

for 2018.

Competition

The CEO is obligated to refrain from participating in any com-

peting activities.

Termination

The employment contract may be terminated by ViroGates

with six months written notice and by the CEO with two

months notice.

THE DANISH CODE OF CORPORATE GOVERNANCE

There are currently no requirements for companies whose

shares are admitted for trading on Nasdaq First North Den-

mark to comply with the “Danish Code of Corporate Gover-

nance”. The Company has no intention of applying the Danish

Code of Corporate Governance, other than in the situations

considered to be relevant to the Company.

ViroGates has no audit committee or remuneration com-

mittee. The Board of Directors resolves on the appointment

and remuneration of the CEO and other senior executives.

BOARD PRACTICES

The Board of Directors is entrusted with the ultimate respon-

sibility for the Company and the supervision of the Manage-

ment. Board duties include establishing policies for strategy,

accounting, organisation and finance, and the appointment

of management. The articles of association stipulate that the

Board of Directors is elected by the Company’s shareholders

at the annual general meeting and members are elected for

one-year terms. Members may stand for re-election for suc-

cessive terms. The Board of Directors shall consist of not less

than three and no more than eight members elected by the

Company’s shareholders at the general meeting.

The Board of Directors convenes regularly and conducts

its business according to its rules of procedure. Regular board

meetings include an in-depth report from Management to the

Board of Directors regarding the Company’s operations status

and progress.

All board members are elected until the next annual gen-

eral meeting. The board follows the rules of procedure and the

board has issued management instructions that are updated at

least once annually.

Description of procedures and internal control over

financial reporting

The Board of Directors and the Management are ultimately

responsible for the Company’s risk management and internal

controls in relation to its financial reporting, and approve the

Company’s general policies in that regard. The Management

is responsible for the effectiveness of the internal controls

and risk management and for the implementation of such con-

trols aimed at mitigating the risk associated with the financial

reporting.

The Company has internal control and financial reporting

procedures aimed at enabling it to monitor its performance,

operations, funding and risk. While the Company contin-

ues to improve its procedures and internal control, including

documentation of the internal control systems, the Company

believes that its reporting and internal control systems enable it

to be compliant with disclosure obligations applying to issuers

of shares admitted to trading on Nasdaq First North Denmark.

The Company’s internal control and financial reporting

procedures include, among other things:

• Monthly financial information, including income state-

ment, balance sheet, cash flow results and actual amounts

compared with budgeted performance, latest forecast and

explanations of any material deviations. The monthly finan-

cials are reported to the Management.

• Monthly highlight reports, including key performance indica-

tors and general corporate activities on actual performance

compared with budgeted performance and previous year’s

performance and explanations of any material deviations.

The monthly highlights are reported to the Management.

• Quarterly detailed review of accruals for trials relating to

activities performed by Clinical Research Organizations

(CROs) and other external vendors.


• Liquidity management is executed on a daily basis, with a

view to securing the Company’s required liquidity through

appropriate cash management, and maintaining adequate

liquidity reserves at any time. As part of the liquidity man-

agement, the Company applies controls regarding cash dis-

bursements based on a defined level-of-authority.

• Centralised planning processes including a centrally driven

budget process with bottom-up input from all project man-

agers responsible for the individual projects and from Man-

agement in respect of corporate activities, and updated “full

year estimates”.

• On a quarterly basis, a detailed reporting of financial infor-

mation and project development is reported to the Board of

Directors.] [Auditor to comment]

Committees

The Board of Directors has not established any committees.

External audit

The Company’s independent auditors are appointed for a term

of one year by the shareholders at the Company’s annual gen-

eral meeting. The Board of Directors assesses the indepen-

dence and competencies and other matters pertaining to the

auditors. The framework for the auditors’ compensation and

duties, including audit and non-audit tasks, is agreed annually

between the Board of Directors and the Company’s auditors.

The Company has regular dialogue and exchange of informa-

tion with its auditors.

Incentive Guidelines

In accordance with section 139 of the Danish Companies

Act, the Company’s General Meeting has approved Incentive

Guidelines.

The Incentive Guidelines lay down the principles governing

remuneration of, and provides general guidelines for incentive

pay to, the members of the Board of Directors and Manage-

ment as required under the Danish Companies Act.

The overall object of the Incentive Guidelines is to ensure

alignment of interest between the Company and its Board of

Directors, Management and shareholders, and with the object

to maintain the motivation of the Board of Directors and Man-

agement for achieving the targets set by the Company.

The guidelines apply to incentive payments to members of

the Board of Directors and Management in the Company and

its subsidiaries.

The Board of Directors may decide to allocate warrants to

a board member or member of Management and decide the

exercise price and the terms of the warrants within the limits

set out in the Incentive Guidelines. The allocation of warrants

may be dependent on fulfilment of milestones and may be sub-

ject to a vesting period.

The Board of Directors shall consider the remuneration at

frequent intervals.

The Incentive Guidelines are available at the Company’s

website: www.virogates.com.


Share capital and ownership structure

GENERAL INFORMATION

The Company’s registered share capital as of the Prospectus

Date is nominal DKK 2,210,172 divided into 2,210,172 shares

of nominal DKK 1 each. Following completion of the Offer-

ing the share capital will amount to minimum nominal DKK

2,869,513 and maximum nominal DKK 3,034,347 if the Offer-

ing is fully subscribed.

The Shares are denominated in Danish kroner. The Shares

are not divided into share classes and all Shares rank pari passu

in respect of voting rights, pre-emption rights, redemption,

conversion and restrictions or limitations according to the

Articles of Association of eligibility to receive dividend or pro-

ceeds in the event of dissolution and liquidation. No Shares

carry special rights. All Shares are issued and fully paid up and

freely transferable. Each Share entitles its holder to one vote

at General Meetings.

Takeover bids

No public mandatory or voluntary takeover offers have been

made by any third party pursuant to the Capital Markets Act in

respect of the Shares during the past or current financial year.

Neither the Articles of Association nor the Company’s

memorandum of association contains provisions that are likely

to have the effect of delaying, deferring or preventing a change

in control of the Company.

The Board of Directors has not adopted a set of guidelines

for the handling of takeover bids.

THE OFFER SHARES

Number of shares

Provided that the Offering is fully subscribed, the share capital

will increase by DKK 824,175, from DKK 2,210,172 to DKK

3,034,347, divided into a total of 3,034,347 shares. The Offer

Shares correspond to 27 percent of the share capital and votes

in the Company following the issuance if the Offering is fully

subscribed.

Type and class of the Offer shares

The Company only has one class of shares. All Shares have

equal rights.

Application has been made for the Offer Shares and the

Existing Shares to be admitted to trading on Nasdaq First

North Denmark under the ISIN DK0061030574.

Governing law and jurisdiction

The Offer Shares will be issued in accordance with Danish law.

This Prospectus has been prepared in compliance with the

standards and requirements of Danish law, including the rules

issued by Nasdaq First North.

Any dispute that may arise as a result of the Offering is sub-

ject to the exclusive jurisdiction of the Danish courts.

Currency

The Offer Shares are denominated in DKK.

Rights attached to the Offer Shares

Dividend rights and share of the Company s profits

All shares in the Company carry equal rights to dividends and

share of the Company s profits. Each Offer Share entitles its

holder to receive distributed dividends and will confer on the

holder the right to receive dividends from the financial year

2018.

The Company has to date not declared or paid any dividends

and the Company currently intends to retain all available finan-

cial resources and any earnings generated by the operations

for use in the business and the Company does not anticipate

paying any dividends in the foreseeable future. The payment

of any dividends in the future will depend on a number of fac-

tors, including future earnings, capital requirements, financial

condition and future prospects, applicable restrictions on the

payment of dividends under Danish law and other factors that

the Board of Directors may consider relevant.

The Company’s dividends, if declared, are paid in DKK to the

shareholder's account set up through VP Securities. There are

no dividend restrictions or special procedures for non-resident

holders of the Company’s Shares. Dividends which have not

been claimed within three years from the time they are payable

are forfeited and all such dividends will accrue to the Company.

Set forth below is an overview of certain information concerning the share capital of the Company as well as a description of certain

provisions of the articles of association and relevant provisions of the Danish Companies Act (in Danish: Selskabsloven). The overview

includes certain references to and descriptions of material provisions of the articles of association and Danish law in effect as of the Pro-

spectus Date. The overview should be read in conjunction with the full text of the Company’s articles of association and in the context of

applicable Danish law.


Voting rights

The Offer Shares are issued with a nominal value of DKK 1

each. Each Share gives the holder the right to one vote at the

Company’s General Meetings.

Dissolution and liquidation

In the event of dissolution and liquidation of the Company,

the holders of Offer Shares will be entitled to participate in

the distribution of assets in proportion to their nominal share-

holdings after payment of the Company’s creditors.

Resolutions, authorisations and approvals of the Offering

The decision to apply for the Offer Shares to be traded on

Nasdaq First North Denmark and this Prospectus, has been

approved by the Board of Directors at a board meeting held on

the Prospectus Date, 4 June 2018.

Negotiability and transferability of the Shares

The Offer Shares are negotiable instruments and no restrictions

under Danish law will apply to the transferability of the Shares.

The Company’s Articles of Association do not contain any

transfer restrictions.

Pre-emption rights

Under Danish law, all shareholders have pre-emptive sub-

scription rights in connection with capital increases carried

out as cash contributions. An increase in the share capital can

be resolved by the shareholders at a General Meeting or by

the Board of Directors pursuant to an authorisation given by

the shareholders. In connection with an increase of the Com-

pany’s share capital, the shareholders may, by resolution at a

General Meeting, approve deviations from the general Dan-

ish pre-emptive rights of the shareholders. Under the Dan-

ish Companies Act, such resolution must be adopted by the

affirmative vote of shareholders holding at least a two-thirds

majority of the votes cast and the share capital represented at

a General Meeting. Furthermore, it is a prerequisite that the

capital increase is subscribed for at market price. The Board of

Directors is authorised to increase the Company’s share capi-

tal in one or more issues at market price without pre-emptive

rights to the shareholders. See section “Authorisations to the

Board of Directors”.

The exercise of pre-emptive rights may be restricted for

shareholders resident in certain jurisdictions, including but

not limited to the United States, Canada, Japan and Australia,

unless the Company decides to comply with applicable local

requirements.

Registration

The Offer Shares will be registered in book-entry form

elec¬tronically with VP Securities, Weidekampsgade, 14, 2300

Copenhagen S, Denmark. All Offer Shares will registered on

accounts with account holding banks in VP Securities. Inves-

tors that are not residents of Denmark may use a VP Securi-

ties member directly or their own bank’s correspondent bank

as their account holding bank or arrange for registration and

set¬tlement through Clearstream, 42 Avenue JF Kennedy,

L-1855 Luxembourg, Luxembourg, or Euroclear, 1, Boulevard

du Roi Albert II, B-1210 Brussels, Belgium.

The Company’s register of shareholders is kept by VP Ser-

vices A/S, Weidekampsgade 14, P.O. Box 4040, 2300 Copenha-

gen S, Denmark.

Pursuant to the Danish Companies Act, public and private

limited liability companies are required to register with the

Danish Business Authority information regarding sharehold-

ers who own at least 5 % of the share capital or the voting

rights. Pursuant to this provision, the Company files registra-

tions with the Public Owners’ Register of the Danish Business

Authority. Shareholders that exceed the ownership threshold

must notify the Company and the Company will subsequently

file the information with the Danish Business Authority.

Reporting is further required upon reaching thresholds of 10

%, 15 %, 20 %, 25 %, 33 1/3 %, 50 %, 66 2/3 %, 90 % and 100 %

TRADING ON NASDAQ FIRST NORTH DENMARK

The Board of Directors of ViroGates has applied for the Com-

pany’s shares to be admitted to trading on Nasdaq First North

Denmark. Västra Hamnen Corporate Finance will act as the

Certified Adviser for ViroGates. The first day of trading is

expected to be on 26 June, 2018.

SHARE CAPITAL DEVELOPMENT

As of the Prospectus Date, the registered, authorized, fully

paid, issued and outstanding share capital is nominal DKK

2,210,172, divided in shares of nominal DKK 1 each. The devel-

opment of the share capital since the inception is set forth on

the next page.

AUTHORISATIONS TO THE BOARD OF DIRECTORS

As of the Prospectus Date, the Board of Directors is autho-

rized to increase the share capital as follows:

• The Board of Directors is authorized to issue shares and

increase the share capital by up to nominal DKK 221,017

with pre-emptive subscription rights for existing sharehold-

ers in connection with cash contributions, debt conversion

and contributions in kind, provided, however, that the capi-

tal increases are carried out at market value. This authorisa-

tion is valid until 1 April 2023.

• The Board of Directors is authorised to issue Shares and

increase the share capital by up to nominal DKK 221,017

and DKK 828,815 without pre-emptive subscription rights

for existing shareholders in connection with cash contribu-

tions, debt conversion and contributions in kind, provided,

however, that the capital increases are carried out at market

value. These authorizations are valid until 1 April 2023.


Share capital development for ViroGates A/S since the formation of the Company in 2002

Shares Share capital (DKK)

Date Event Price per share Change Total Change Total

- Formation 1.0000 125,000 125,000 125,000 125,000

2002 Capital increase,Cash and debt conversion 2.0000 2,551 127,551 2,551 127,551




2002 Capital increase 73.5077 6,802 176,870 6,802 176,870

2003 Capital increase, Conversion of debt 39.9800 45,886 222,756 45,886 222,756




2005Capital increase, Conversion to A/S - transfer of free reserves

1.0000 262,568 525,136 262,568 525,136




2007 Capital decrease 36.8800 -111,636 632,805 -111,636 632,805






2011 Capital increase 58.8500 677 816,399 677 816,399



2014 Capital increase, Cash and debt conversion* 20.0000 924,877 1,830,840 924,877 1,830,840

2015 Capital increase** 32.7700 248,308 2,079,148 248,308 2,079,148

2015 Capital increase*** 21.8500 131,024 2,210,172 131,024 2,210,172

ShareholderRelationship to ViroGates

* 2014

** 2015

*** 2015

JEO Holding ApS (Jesper Eugen-Olsen)

Founder/CSO * **

Per Bøgebjerg Hansen * ** ***

Jens E. Brammer **

N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen)

* ** ***

Kim Ginnerup ApS. (Kim Ginnerup)

* ** ***

4AM ApS (Lars Krogsgaard)Board Member

* ** ***

The Way Forward ApS (Mads Kjær)

* ** ***

PEMETO Holding (Peter Toyberg)

* **

Poul Sloth ApS (Poul Sloth) *

Bent Olsen *

CF International ApS (Casper Foghsgaard)

* ** ***

Engarde ApS (Niels Anker Jørgensen)

* ** ***

ShareholderRelationship to ViroGates

* 2014

** 2015

*** 2015

Bladt & Co. (Rolf Bladt) * ** ***

Simonsen & Weel A/S (Rolf Bladt)

* ** ***

Scanafric A/S (Peter Vagn Jensen)

* ** ***

Henrik Ottensten * ** ***

Skovgård 2007 ApS (Morten Harboe)

** ***

Skeikampen Invest ApS (Peder Harboe)

** ***

Søren Harboe ** ***

Anpartsselskabet af 30.9.2009 (Ole Skou)

* **

Jakob Knudsen CEO * ** ***

May Britt Dyvelkov CFO * ** ***

Jan-Ole Hansen * **

Tine K. AndersenMarketing Assistant

* ** ***

List of subscribers in capital increases for the last five years


• The Board of Directors is authorised to issue 62,249 war-

rants of nominal DKK 1 each and accordingly to increase the

share capital by up to nominal DKK 62,249 Shares without

pre-emptive subscription rights for existing shareholders in

connection with the exercise, if any, of said warrants and

to determine the terms and conditions thereof. The exercise

price for warrants issued pursuant to this authorization shall

be fixed in tranches in such way that the exercise price for

the warrants which are covered by this authorisation shall

be fixed as follows: the exercise price of 1/3 of the war-

rants shall be equal to a valuation of the Company’s Shares

of DKK 60 million; the exercise price of 1/3 of the warrants

shall be equal to a valuation of the company’s shares of DKK

90 million; and the exercise price of 1/3 of the warrants shall

be equal to a valuation of the company’s shares of DKK 125

million. The authorisation is valid until 1 April 2020.

• The Board of Directors shall until June 2020 on one or sev-

eral occasions be authorised to issue up to a total of 221,018

warrants, each representing a right to subscribe for one

Share in the Company with a nominal value of DKK 1. The

Board is further authorised to conduct the capital increases

related thereto of up to nominal DKK 221,018. Warrants

may, without pre-emptive rights for existing shareholders,

be issued to the certain Lenders, as defined under section

“Convertible Loan” and referred to in article 2.9 of the Arti-

cles of Association subject to fulfilment of the conditions

specifically set out for the Loans, including that the Loans

be converted to Shares in the company. The exercise price

for warrants issued pursuant to this authorisation shall be

fixed at the same price as the conversion of the Loans takes

place. The Board will set out the remaining conditions for

the warrants issued pursuant to this authorization under ful-

filment of the conditions set out for the Loans.

• If the Board of Directors exercises its authorizations in full,

and all warrants (but disregarding convertible debt instru-

ments) are exercised fully (not including already issued war-

rants), then the share capital will amount to nominal DKK

3,764,287 consisting of 3,764,287 shares with a nominal

value of DKK 1 each. If the Board of Directors exercises

its authorizations in full, and all warrants (but disregarding

convertible debt instruments) are exercised fully (including

already issued warrants that may still be exercised), then the

share capital will amount to nominal DKK 3,981,802 con-

sisting of 3,981,802 shares with a nominal value of DKK 1

each. The convertible loan described in the paragraph “Con-

vertible Loan” below may, if all lenders convert their loan

(including interest as of the anticipated first trading date 26

June 2018) to shares as a result of the adoption of ViroGates

for trading at Nasdaq First North Denmark, grant the lend-

ers 125,505 shares of DKK 1 each and an additional 221,018

warrants, which may be exercised into 221,018 shares of

DKK 1 each. These numbers shall be added to the aforesaid

for a total of 4,110,810 shares respectively 4,328,325 shares

with a nominal value of DKK 1 each.

CONVERTIBLE LOAN

The Company has issued a loan convertible into Shares in the

amount of DKK 10,893,449 (the “Loan”) to a group of lenders

(the “Lenders”). The Loan falls due on 31 December 2018 (the

“Maturity Date”). The Loan has an interest rate to the Matu-

rity Date of 13.5 per cent per annum. In the event of repay-

ment of the loan (as opposed to conversion into Shares), the

interest accrued on the Loan, regardless of the time of the

repayment, cannot be less than DKK 1,000,000. The Loan can

be converted at a price of 29 DKK per Share of DKK 1 if no

so-called “Qualified Investment Round” takes place before the

Maturity Date and at the “Market Price”, meaning the price of

the shares issued in an IPO, which is categorized as a “Quali-

fied Investment Round”, cf. the appendix of 30 January 2018

to the articles of association. Conversion takes place inclusive

of interest accrued as at the date of conversion. Additionally,

in case of conversion, the Loan terms assign a pool of 221,018

warrants (for 221,018 shares of DKK 1 each) on a proportional

basis to the participant lenders. These warrants can be exer-

cised up to two years after the first date of trading on Nasdaq

First North Denmark. The subscription price under the war-

rants so granted will be the same as the subscription price in

the offering, i.e. DKK 91 per share of DKK 1.

List of Lenders in convertible loan

LenderRelationship to

ViroGates

JEO Holding ApS (Jesper Eugen-Olsen) Founder/CSO


-

Kim Ginnerup ApS (Kim Ginnerup) -

4AM ApS (Lars Krogsgaard) Board Member

PEMETO Holding ApS (Peter Toyberg) -

Poul Sloth ApS (Paul Sloth) -

CF International ApS (Caspar Foghsgaard) -

Engarde ApS (Niels Anker Jørgensen) -

Bladt & Co. (Rolf Bladt) -

Simonsen & Weel A/S (Rolf Bladt) -

Scanafric A/S (Peter Vagn Jensen) -

Henrik Ottensten -

Morten Harboe -

Peder Harboe -

Søren Harboe -

Anpartsselskabet af 30.9.2009 (Ole Skou) -

Jakob Knudsen CEO

May Britt Dyvelkov CFO

Tine K. Andersen Marketing Assistant

Lars KongsbakChairman of the

board

Bernd Uder Board Member

Total amount (DKK) 10,893,449


WARRANTS

As an incentive for members of its Board of Directors, its

employees and key persons, the Company has implemented a

warrant scheme.

On 12 August 2015 the Board of Directors resolved to issue

120,835 warrants and to adopt the corresponding increase of

the share capital.

Each warrant confers a right to subscribe for one share of

nominal DKK 1 in the Company. The subscription price has

been determined as follows:

• A third of the warrants entitles the holder to subscribe for

one share in the Company of nominal DKK 1 against pay-

ment of DKK 32.71;



ment of DKK 49.16;



ment of DKK 68.27;

The subscription price is increased with 10 per cent each year

on 1 September – first time on 1 September 2016.

On 29 October 2015 the General Meeting resolved to issue

87,880 warrants to the Board of Directors and to adopt the

corresponding increase of the share capital.

Each warrant confers a right to subscribe for one share of

nominal DKK 1 in the Company. The subscription price has

been determined as follows:



ment of DKK 32.71;



ment of DKK 49.16;



ment of DKK 68.27;

The subscription price is increased with 10 per cent each year

on 1 September – first time on 1 September 2016.

Each warrant entitles the holder to subscribe for one new

share of nominally DKK 1 against payment at the applicable

subscription price.

Exercise is conditional upon the holder not having termi-

nated his/her employment/engagement with the Company.

If the Company terminates the holder's employment/engage-

ment without this being due to the holder’s breach of its obli-

gations, then the holder will maintain his/her right to exercise

the warrants. As per the Prospectus Date no warrants have

been exercised. The exercise period expires in July 2021.

Convertible loan warrants: In addition to the warrants

issued to the Board of Directors, employees and key persons as

set forth immediately above, the Company will issue warrants

to those lenders to the Company who decide to convert their

loan to shares in the Company as set forth under “Convert-

ible Loan” above. These warrants are subject to terms that are

different from the terms applying to the warrants issued to

the Board of Directors, employees and key persons as set forth

herein, including that the subscription price is fixed at DKK 91

per share of DKK 1.

Terms of the warrants

Issuance of warrants

All warrants have been issued by the general meeting or by

the Board of Directors pursuant to valid authorizations in

the Company s articles of association and the terms and con-

ditions have, in accordance with the Danish Companies Act,

been incorporated in the articles of association. The descrip-

tion below merely contains a summary of the applicable terms

and conditions and does not purport to be complete.

Vesting principles

Warrants issued vest, in general, at a rate of 1/36th per month

from the date of grant. Moreover, all warrants may vest fully in

accordance with their terms in the event that the Company is

merged as the discontinuing company or demerged or if more

than 50 % of the share capital is sold or is part of a share swap.

The warrants issued are subject to certain restrictions on exer-

cise as further described below.

The warrants issued pursuant to the convertible loan are

not subject to a vesting period and become immediately exer-

cisable upon issue.

Exercise principles

Generally, in the event that the Company terminates the

employment, consultancy or board relationship with cause,

the warrantholder will be entitled to exercise already vested

warrants in the first exercise period after termination. In the

event that (i) the warrantholder terminates the employment,

consultancy or board relationship for any reason or (ii) the

Company terminates the employment, consultancy or board

relationship without cause, the warrantholder may generally

continue to exercise the warrants as if the service relationship

had remained unchanged.

The warrants issued pursuant to the convertible loan, and

exercise hereof, are not tied with any employment or other

association with the Company.


Ownership structure ViroGates A/S*

Ownership before the Offering

Ownership after the Offering (minimum

number of Offer Shares)

Ownership after the Offering (maximum

number of Offer Shares)

Shareholder**Number of

shares PercentNumber of

shares PercentNumber of

shares Percent

Shareholders with more than 5 percent ownership

N.P. Louis-Hansen ApS (Niels Peter Louis-Hansen) 642,715 29.1% 732,903 25.5% 732,903 24.2%

Kim Ginnerup ApS (Kim Ginnerup) 242,688 11.0% 325,959 11.4% 325,959 10.7%

4AM ApS (Lars Krogsgaard. Board member) 242,688 11.0% 325,959 11.4% 325,959 10.7%

The Way Forward ApS (Mads Kjær) 188,183 8.5% 188,183 6.6% 188,183 6.2%

JEO Holding ApS (Jesper Eugen-Olsen. CSO) 159,769 7.2% 159,942 5.6% 159,942 5.3%

Montela AB (Peter Benson) 147,838 6.7% 147,838 5.2% 147,838 4.9%

Scanafric A/S (Peter Vagn Jensen) 117,704 5.3% 124,638 4.3% 124,638 4.1%

Others 468,587 21.2% 504,161 17.6% 504,161 16.6%

Sum 2,210,172 100.0% 2,509,583 87.5% 2,509,583 82.7%

New shareholders - - 359,930 12.5% 524,764 17.3%

Total 2,210,172 100.0% 2,869,513 100.0% 3,034,347 100.0%

Exercise periods

Vested warrants may be exercised during two annual exer-

cise periods that continue for four weeks from and including

the day after the publication of the annual report and (ii) the

interim report (six-month report). Last exercise period runs in

the period after the interim report 2020.

In the event of liquidation, a merger, a demerger or a sale or

share exchange of more than 50 % of the share capital, the war-

rantholders may be granted an extraordinary exercise period

immediately prior to the transaction in which warrants may

be exercised.

The warrants issued pursuant to the convertible loan may

be exercised until two years after the date of issue.

Adjustments

Warrantholders are entitled to an adjustment of the num-

ber of warrants issued and/or the exercise price applicable

in the event of certain corporate changes. Events giving rise

to an adjustment include, among other things, increases or

decreases to the share capital at a price below or above mar-

ket value, respectively, the issuance of bonus shares, changes

in the nominal value of each share, and payment of dividends

in excess of 10 % of the Company’s equity capital.

For the purpose of implementing the capital increases nec-

essary in connection with the exercise of warrants, the Board

of Directors has been authorised to increase the share capital

by one or more issuances of shares with a total nominal value

corresponding to the number of warrants issued upon cash

payment of the exercise price without any pre-emptive sub-

scription rights to existing shareholders.

OWNERSHIP STRUCTURE

The Company is, on the Prospectus Date, owned by certain

Danish professional investors. In addition, members of the

Board and staff members, as well as other external investors

have invested in the Company. As of the date of this Prospec-

tus, the Company has 50 shareholders.

The table below describes ViroGates ownership struc-

ture before and immediately after the Offering. The Board of

Directors of ViroGates is not aware of any shareholder agree-

ments, other agreements or similar agreements between the

Company’s shareholders aimed for joint influence over the

Company.

* all shares have equal rights** all companies mentioned above are 100% owned by the individual in the parentheses


Legal considerations and supplementary information

LEGAL STRUCTURE

The Company’s business is conducted in accordance with the

Danish Companies Act. ViroGates A/S is a Danish public limited

liability company which was founded on 1 November 2000 and

registered with the Danish Business Authority on28 November

2000. The Company’s registered office is in Birkerød.

Pursuant to the articles of association, the object of the Com-

pany’s business is to establish and carry on the business of devel-

opment, marketing and distribution of products and services for

the medical diagnostic, prognostic and pharmaceutical market.

COSTS RELATED TO THE OFFERING

The Company’s costs associated with the admission to trading

on Nasdaq First North Denmark and the Offering are expected

to amount to DKK 3.1 - 3.8 million. Such costs primarily relate

to costs for auditors, financial and legal advisors, and printing

of the Prospectus as well as costs related to management pre-

sentations and handling fees of 1/8th percent of the value of

allocated Offer Shares, paid to account holding banks.

The gross proceeds from the issuance of Offer Shares is

expected to amount to a minimum of DKK 48.8 million to a

maximum of DKK 63.8 million before expenses connected

with the Offering. The gross and net proceeds do not include

the conversion of debt which was raised in Q1 2018.

LOCK UP AGREEMENT

In connection with the Offering, existing shareholders hold-

ing 97.6 percent of the Shares before the Offering have agreed

to enter into lock up agreements with Västra Hamnen Corpo-

rate Finance, obligating the shareholders to not sell, offer for

sale, enter into any agreement regarding the sale of, pledge or

in any other way directly or indirectly transfer the shares in the

Company or other securities exchangeable into shares in the

Company or warrants or other options to acquire shares in the

Company (together "Company Securities") or to announce the

intention to make any such act without the prior written con-

sent of Västra Hamnen Corporate Finance acting as Certified

Adviser in the Offering (the “Lock Up Obligation”). Such con-

sent may be granted if deemed reasonable and necessary due to

specific matters, e.g. for tax reasons and is not to be unreason-

ably withheld or delayed by the Certified Adviser.

The Lock Up Obligation shall apply from the first day of

trading and for a period of i) three months, ii) six months or

iii) one year respectively for shareholders holding i) less than

1 percent (108,468 Shares, 4.9% of total Shares), ii) between 1

and 10 percent (920,502 Shares, 41.6% of total Shares), or iii)

more than 10 percent (1,128,091 Shares, 51.0% of total Shares)

of the existing share capital prior to the Offering.

SUBSCRIPTION UNDERTAKINGS

The Company has obtained subscription undertakings for a

total of DKK 42.5 million from Cornerstone Investors. In addi-

tion, existing shareholders have signed statements of intent

for conversion of outstanding debt for a total of DKK 11.2

million. The conversion of debt, which was raised in Q1 2018,

concerns funds already paid to the Company and thus will

not form a part of the cash received from the Offering (i.e.

cash proceeds). The subscription undertakings and conversion

of outstanding debt amounts to a total of DKK 53.7 million,

corresponding to approximately 72 percent of the maximum

Offering and 90 percent of the minimum Offering. The Cor-

nerstone Investors who have entered into the subscription

commitments can be accessed via the Company’s advisor

Västra Hamnen Corporate Finance AB at the address: Jung-

mansgatan 12, 211 19 Malmö, Sweden, tel: +46 40 200 250

Subscription undertakings and offset of convertible debentures

ShareholderOffset conv.

debt (TDKK)*New capital (TDKK)

Market value Total (TDKK)% of the minimum

Offering% of the maxi-mum Offering

LMK Forward AB - 10,000 10,000 16.7% 13.3%


4,207 4,000 8,207 13.7% 10.9%

A & C Følsgaard Invest A/S - 7,500 7,500 12.5% 10.0%

Kim Ginnerup ApS (Kim Ginnerup)

1,578 6,000 7,578 12.6% 10.1%

4AM ApS (Lars Krogsgaard, Board member)

1,578 6,000 7,578 12.6% 10.1%

Vækstfonden - 7,000 7,000 11.7% 9.3%

Arve Nilsson - 2,000 2,000 3.3% 2.7%

Others 3,885 - 3,885 6.5% 5.2%

Total 11,247 42,500 53,747 90% 72%

* Conversion of outstanding debt concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds).


The Cornerstone Investors will not receive any compensa-

tion for their respective undertakings and the Cornerstone

Investors' investments are made on the same terms and condi-

tions as for other investors in the Offering. The Financial Advi-

sor and the board of directors deem the Cornerstone Investors'

creditworthiness sound and anticipate that they will fulfill their

respective undertakings. The Cornerstone Investors' under-

takings are however not secured through a bank guarantee,

blocked funds or pledge of collateral or similar arrangement.

MATERIAL AGREEMENTS

Hvidovre Hospital

ViroGates has in September 2009 entered into a license agree-

ment with Hvidovre Hospital. According to the agreement,

Hvidovre Hospital grants ViroGates an exclusive worldwide

license to commercially use, develop, produce and market

products and/or diagnostic methods based on the patents aris-

ing from Patent Application PA200601709 owned and con-

trolled by Hvidovre Hospital in relation to diseases related to

low-grade inflammation and metabolic syndrome/disorders

and the prognosis of and progression and monitoring of car-

diovascular diseases, type 2 diabetes etc. According to the

agreement, Hvidovre Hospital shall own all patentable and

non-patentable inventions made by Hvidovre Hospital and

ViroGates shall own all patentable or non-patentable inven-

tions made by ViroGates.

As consideration for the license granted, ViroGates shall

pay Hvidovre Hospital royalties on annual net sales of prod-

ucts comprised by the agreement and/or royalties on net rev-

enues (the latter applies where ViroGates has sub-licensed the

licensed rights to a third party).

Royalty payments are paid on the basis of a lower single

digit percentage of net sales and net revenues and if and when

certain annual turnover thresholds are reached, the royalty

payments shall be increased to medium single digit percent-

age of the net sales and net revenues (the net revenue royalty

percentage being higher than the net sales royalty percentage

in all instances).

Sales and Distribution Agreements

The majority of the products that ViroGates is currently sell-

ing, is being sold to a Hvidovre Hospital under a Co-operation

Agreement from 17 May 2013. The Co-operation Agreement

was entered into for a five year period and it consequently

expired on 17 May 2018, but the hospital has informally made it

clear that it will continue to purchase products from ViroGates.

ViroGates has entered into distribution agreements,

most notably with Cedarlane Laboratories covering Canada

on an exclusive basis and USA on a non-exclusive basis and

Biomedica covering Austria and several Eastern and Middle

European jurisdictions on an exclusive basis. It is ViroGates’

view that none of the distributors are material to ViroGates’

business. ViroGates does not employ agents.

Manufacturing Agreements

ViroGates has an agreement with a Norwegian company, Dia-

tec Monoclonals AS, for the manufacture of monoclonal anti-

bodies to be used in ViroGates’ products. The manufacturer

may terminate the agreement with 30 days’ notice, however

ViroGates keeps ample stocks of the manufactured product.

As mentioned under ”Products”, ViroGates has contracted

with BBI Solutions in Cardiff, Wales, for the manufacture and

supply of the suPARnostic® QT product. Either party may ter-

minate this agreement with six months’ notice. Further, Viro-

Gates has contracted with Euro Diagnostica AB in Malmoe,

Sweden, for the manufacture and supply of the suPARnostic®

ELISA product. This agreement continues until mid-2020 and

then extends for one-year periods unless terminated 9 months

in advance of extension. As mentioned under "Products", both

of these are prime manufacturers, however it is ViroGates’

view that they are replaceable with other prime manufactur-

ers, and that such replacement could take place with limited

cost and burden to ViroGates.

Development Agreements

ViroGates has a lab services agreement with a service provider

in Poland, Nutopi Sp.z.o.o.. The service provider also assists

ViroGates in the development of the turbidimetric assay to be

sold under the product and brand name “suPARnostic® Turbi-

latex”. ViroGates has ensured that all results of the develop-

ment project will be the property of ViroGates. Either party

may terminate the lab services agreement with 90 days’ notice.

Patent Licenses

ViroGates uses a number of patents under a license agree-

ment with a non-profit research organization. Pursuant to

the license agreement, ViroGates must pay minor fixed nomi-

nal royalties to the research organization as well as royalties

subject to certain product sales/revenue thresholds being

reached. Only the minor fixed nominal royalties have hitherto

become payable (however, payment has not been claimed by

the non-profit research organisation), and the obligation to

pay fixed nominal royalties expires with 2018 and the obliga-

tion to pay product sales/revenue related royalties ends at the

last expiry date of the used patents, which is on 19 June 2018.

Clinical Investigation Agreements

Under the clinical investigation agreement with the Danish

hospitals that participated in the recently completed interven-

tional study, ViroGates has made the concession that the out-

come of the study shall be published as a joint publication by

the various hospitals and ViroGates and, consequently, Viro-

Gates (or the hospitals for that matter) may not publish the

outcome on its own. If no joint publication is made within a

certain timeframe, each of the hospitals may publish the out-

come on its own. Prior to any publication, however, ViroGates

shall have the manuscript for review to discern whether it con-


tains confidential information of ViroGates or whether Viro-

Gates wishes to pursue a patent on the basis of the subject

matter of the manuscript.

Other Agreements

ViroGates has deposited clones (hybridoma cell lines pro-

ducing antibodies against soluble urokinase Plasminogen

Activator Receptor) with a Danish hospital, which the hospi-

tal may also use for the hospital’s research work. ViroGates

has retained all rights to the clones, which shall be promptly

returned to ViroGates upon demand, but the hospital may use

them for not-for-profit academic research purposes and may

publish research results, it being understood that such publica-

tions shall be provided to ViroGates in advance of release so

that ViroGates may discern whether the publication contains

information that may be damaging to ViroGates patents or

know-how and, if so, request a deletion of such information.

To ViroGates’ knowledge, the hospital does not currently use

the clones for research.

PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY

RIGHTS

ViroGates intellectual property rights are mainly protected

through patents and patent applications. Filed patent applica-

tions provide equivalent protection to a patent registration,

provided that the patent application eventually is granted pro-

tection. The research and development at ViroGates continu-

ously generate new patent opportunities for the Company.

These opportunities are evaluated by ViroGates and by patent

attorneys contracted by the Company. Whether or not a cer-

tain invention shall be applied for as a patent is determined on

a case by case basis.

The Company currently owns five patent families and

additionally holds exclusive licenses to two patent families

and additionally has a newly filed patent application (Febru-

ary 2018). The most important granted patent family expire

in 2028 but the new application will have an expiry no earlier

than 2038.

The Company mainly uses the trademarks ”ViroGates™”

"SuPARnostic®" and "SuPARQuick™" and associated logo-

types, in its ordinary business. The trademarks ViroGates™,

SuPARnostic® and SuPARQuick™ are trademark-protected

names filed in 2005. The Company owns the following domain

names: suparnostic.com and virogates.com.

ENVIRONMENT

The Company’s business is not subject to reporting of environ-

mental issues.

LITIGATION AND ARBITRATION

Virogates A/S has not been involved in any legal or arbitration

proceedings (including pending cases or cases which the Board

of Directors of ViroGates A/S is aware may arise), during the

last twelve months, and which have recently had or could in

the future have a significant impact on the financial position or

profitability of ViroGates A/S.

INSURANCE

The Company holds customary insurance protection, includ-

ing insurance for equipment (fire, theft, break-in and entering),

management and Board of Directors insurance, health insur-

ance for employees, accident insurance and travel insurance.

According to the Board’s assessment, the current insurance

coverage, including the level and terms of this insurance, pro-

vides an adequate protection taking the insurance premiums

and the potential risks of the business into account. However,

the Company cannot provide any assurance that losses will not

occur or that claims will not be made that exceed the scope of

the current insurance coverage.

ADVISORS TO THE COMPANY

Financial advisor to the Company in connection with the

Offering is Västra Hamnen Corporate Finance AB. Danske

Bank acts as settlement and issuing agent. Nordnet and Avanza

Bank acts as Selling Agents. Legal advisor is Mazanti-Andersen

Korsø Jensen.

POSSIBLE CONFLICTS OF INTEREST

Västra Hamnen Corporate Finance, Nordnet and Avanza Bank

has an agreed in advance compensation for their services in

connection with the Offering. In addition to that, there is no

financial or other relevant interest in the Offering.

Existing shareholders and external investors have through

irrevocable subscription undertakings and signed statements

of intent for conversion of outstanding debt, guaranteed in

the Offering to subscribe for 590,619 Offer Shares corre-

sponding to an aggregate subscription amount of DKK 53.7

million. Apart from these investors’ interest in the Offering,

there are no financial or other interests in the Offering.

Other than the above parties’ interest that the Offering

can be successfully carried though, there are no financial or

other interests in the Offering.


CERTIFIED ADVISER

ViroGates has appointed Västra Hamnen Corporate Finance

as Certified Adviser on Nasdaq First North Denmark. Västra

Hamnen Corporate Finance owns no shares in the Company.

DOCUMENTS AVAILABLE FOR INSPECTION

The following documents will be available in electronic form

at the Company’s website www.virogates.com/investors.

Copies of the documents are also available at the Company’s

headquarters at Blokken 45, 3460 Birkerød, Denmark.

• The Articles of Association for ViroGates A/S.

• ViroGates A/S Annual reports for the fiscal years 2017 and

2016, including notes and audit reports for ViroGates A/S

for the same years.

• ViroGates A/S Interim report for the period 1 January -

31 March 2018.

• This Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The sections of ViroGates annual reports for the financial

years 2017 and 2018 and the interim report for the period

January 1 – March 31, 2018, which are referred to in accordance

with the following, form part of this Prospectus and should be

read as such. The historical financial information, notes and

audit report for these accounting periods can be found in Viro-

Gates annual reports for the financial years 2016 (where ref-

erence is made to pages 5-6, 9-16) and 2017 (where reference

is made to pages 5-6, 9-17) and ViroGates interim report for

January 1 – March 31, 2018 (where reference is made to pages

1-5). The sections of the financial reports not referred to, do

not contain information relevant to the investors or corre-

spond to the information set out elsewhere in this Prospectus.

The annual reports for the financial years 2016 and 2017 have

been audited by the Company’s auditors and the audit reports

are attached to the annual reports. The financial figures for the

first quarter of 2018 in the quarterly report for the first quar-

ter of 2018 have been reviewed by the Company s auditor. The

financial figures for the first quarter of 2017 have not been

audited or reviewed in outline by the Company’s auditor. In

addition to ViroGates audited annual reports for the financial

years 2016 and 2017, and the financial figures for the first quar-

ter of 2018, none of the information in this Prospectus have

been audited or reviewed by the Company’s auditors.

MARKET INFORMATION

This Prospectus contains certain historic and forward-looking

market information. Certain information originates from third

parties. Although the information has been accurately repro-

duced and the Company considers the sources to be reliable,

the Company has not independently verified this information

and therefore its accuracy and completeness cannot be guar-

anteed. As far as the Company is aware off and can ascertain

by comparison with other information published by these

sources, no details have been omitted in a manner that would

render the reproduced information inaccurate or misleading.


Danish tax considerations

The following discussion describes the material Danish tax consequences under present law of an investment in our shares). The sum-

mary is for general information only and does not purport to constitute exhaustive tax or legal advice. It is specifically noted that the

summary does not address all possible tax consequences relating to an investment in the shares. The summary is based solely on the tax

laws of Denmark in effect on the date of this prospectus supplement. Danish tax laws may be subject to change, possibly with retroactive

effect.

The summary does not cover investors to whom special tax rules apply, and, therefore, may not be relevant, for example, to investors

subject to the Danish Tax on Pension Yields Act (i.e., pension savings), professional investors, certain institutional investors, insurance

companies, pension companies, banks, stockbrokers and investors with tax liability on return on pension investments.

The summary does not cover taxation of individuals and companies who carry on a business of purchasing and selling shares. The

summary only sets out the tax position of the direct owners of the shares and further assumes that the direct investors are the beneficial

owners of the shares and any dividends thereon. Sales are assumed to be sales to a third party.

Potential investors in the shares are advised to consult their tax advisors regarding the applicable tax consequences of acquiring, hold-

ing and disposing of the shares based on their particular circumstances.

Investors who may be affected by the tax laws of other jurisdictions should consult their tax advisors with respect to the tax conse-

quences applicable to their particular circumstances as such consequences may differ significantly from those described herein.

TAXATION OF DANISH TAX RESIDENT HOLDERS OF THE

SHARES

Sale of the shares (individuals)

Gains from the sale of shares are taxed as share income at a

rate of 27% on the first DKK 52,900 (for cohabiting spouses,

a total of DKK 105,800) and at a rate of 42% on share income

exceeding DKK 52,900 (for cohabiting spouses over DKK

105,800). All figures are shown as of 2018 but may be subject

to changes. Such amounts are subject to annual adjustments

and include all share income (i.e., all capital gains and dividends

derived by the individual or cohabiting spouses, respectively).

Gains and losses on the sale of shares are calculated as the dif-

ference between the purchase price and the sales price. The

purchase price is based on the average purchase price paid for

shares in the company (i.e., not the purchase price for each

share).

Losses on non-listed shares may be offset against other

share income, (i.e., received dividends and capital gains on

the sale of shares). Unused losses will automatically be offset

against a cohabiting spouse’s share income. In case the share

income becomes negative, a negative tax on the share income

will be calculated and offset against the individual’s other final

taxes. Unused negative tax on share income will be offset

against a cohabiting spouse’s final taxes. If the negative tax on

share income cannot be offset against a cohabiting spouse’s

final taxes, the negative tax can be carried forward indefinitely

and offset against future year’s taxes.

Losses on the sale of listed shares can only be offset against

other share income deriving from listed shares (i.e., dividends

and capital gains on the sale of listed shares). Unused losses

will automatically be offset against a cohabiting spouse’s share

income deriving from listed shares and any additional losses

can be carried forward and offset against future share income

deriving from listed shares.

Sale of the shares (companies)

For the purpose of taxation of sales of shares made by share-

holders (Companies), a distinction is made between Subsid-

iary Shares, Group Shares, Tax-Exempt Portfolio Shares and

Taxable Portfolio Shares (note that the ownership threshold

described below is applied on the basis of the number of all

shares issued by the company, and not on the basis of the num-

ber of the shares issued):

“Subsidiary Shares” is generally defined as shares owned by

a shareholder holding at least 10% of the nominal share capital

of the issuing company.

“Group Shares” is generally defined as shares in a company

in which the shareholder of the company and the issuing com-

pany are subject to Danish joint taxation or fulfill the require-

ments for international joint taxation under Danish law (i.e.,

the company is controlled by the shareholder).

“Tax-Exempt Portfolio Shares” is generally defined as

shares not admitted to trading on a regulated market owned

by a shareholder holding less than 10% of the nominal share

capital of the issuing company.

“Taxable Portfolio Shares” is defined as shares that do not

qualify as Subsidiary Shares, Group Shares or Tax-Exempt

Portfolio Shares.

Gains or losses on disposal of Subsidiary Shares and Group

Shares and Tax-Exempt Portfolio Shares are not included in

the taxable income of the shareholder, subject to certain anti-

avoidance rules.

Special rules apply with respect to Subsidiary Shares and

Group Shares in order to prevent exemption through certain

holding company structures just as other anti-avoidance rules

may apply. These rules will not be described in further detail.

Capital gains from the sale of Taxable Portfolio Shares admit-


ted to trading on a regulated market are taxable at a rate of

22% irrespective of ownership period. Losses on such shares

are generally deductible. Gains and losses on Taxable Portfolio

Shares admitted to trading on a regulated market are taxable

according to the mark-to-market principle (in Danish “lager-

princippet”).

According to the mark-to-market principle, each year’s

taxable gain or loss on Taxable Portfolio Shares is calculated

as the difference between the market value of the shares at

the beginning and end of the tax year. Thus, taxation will take

place on an accrual basis even if no shares have been disposed

of and no gains or losses have been realized.

If the Taxable Portfolio Shares are sold or otherwise dis-

posed of before the end of the income year, the taxable income

of that income year equals the difference between the value of

the Taxable Portfolio Shares at the beginning of the income

year and the value of the Taxable Portfolio Shares at realiza-

tion. If the Taxable Portfolio Shares are acquired and realized

in the same income year, the taxable income equals the differ-

ence between the acquisition sum and the realization sum. If

the Taxable Portfolio Shares are acquired in the income year

and not realized in the same income year, the taxable income

equals the difference between the acquisition sum and the

value of the shares at the end of the income years.

A change of status from Subsidiary Shares/Group Shares/

Tax-Exempt Portfolio Shares to Taxable Portfolio Shares (or

vice versa) is for tax purposes deemed to be a disposal of the

shares and a reacquisition of the shares at market value at the

time of change of status.

Special transitional rules apply with respect to the right to

offset capital losses realized by the end of the 2009 income

year against taxable gains on shares in the 2010 income year

or later.

Dividends (individuals)

Dividends paid to individuals who are tax residents of Den-

mark are taxed as share income, as described above. All share

income must be included when calculating whether the

amounts mentioned above are exceeded. Dividends paid to

individuals are generally subject to 27% withholding tax.

Dividends (companies)

Dividends paid on both Tax-Exempt and Taxable Portfolio

Shares are subject to the standard corporation tax rate of

22% irrespective of ownership period. However, only 70% of

dividends paid on Tax-Exempt Portfolio Shares are subject to

income taxation meaning the effective tax rate on dividends

on Tax-Exempt Portfolio Shares is reduced to 15.4%.

Dividends received on Subsidiary Shares and Group Shares

are tax-exempt irrespective of ownership period.

TAXATION OF SHAREHOLDERS RESIDING OUTSIDE

DENMARK

Sale of the shares (individuals and companies)

Holders of the shares not resident in Denmark are normally

not subject to Danish taxation on any gains realized on the

sale of shares, irrespective of the ownership period, subject

to certain anti-avoidance rules seeking to prevent that taxable

dividend payments are converted to tax exempt capital gains.

If an investor holds the shares in connection with a trade or

business conducted from a permanent establishment in Den-

mark, gains on shares may be included in the taxable income

of such activities pursuant to the rules applying to Danish tax

residents as described above.

Dividends (individuals)

Under Danish law, dividends paid in respect of shares are gen-

erally subject to Danish withholding tax at a rate of 27%. Non-

residents of Denmark are not subject to additional Danish

income tax in respect to dividends received on shares.

If the withholding tax rate applied is higher than the appli-

cable final tax rate for the shareholder, a request for a refund

of Danish tax in excess hereof can be made by the shareholder

in the following situations:

Double taxation treaty

In the event that the shareholder is a resident of a state with

which Denmark has entered into a double taxation treaty,

the shareholder may generally, through certain certification

procedures, seek a refund from the Danish tax authorities of

the tax withheld in excess of the applicable treaty rate, which

is typically 15%. Denmark has entered into tax treaties with

approximately 80 countries, including the United States, Swit-

zerland and almost all members of the European Union. The

treaty between Denmark and the United States generally pro-

vides for a 15% tax rate.

Credit under Danish tax law

If the shareholder holds less than 10% of the nominal share

capital (in the form of ordinary shares in the company and not

on the basis of the number of the shares issued) of the com-

pany and the shareholder is tax resident in a state which has a

double tax treaty or an international agreement, convention

or other administrative agreement on assistance in tax mat-

ters according to which the competent authority in the state

of the shareholder is obligated to exchange information with

Denmark, dividends are subject to tax at a rate of 15%. If the

shareholder is tax resident outside the European Union, it is an

additional requirement for eligibility for the 15% tax rate that

the shareholder together with related shareholders holds less

than 10% of the nominal share capital of the company. Note


that the reduced tax rate does not affect the withholding rate,

why the shareholder must also claim a refund as described

above in order to benefit from the reduced rate.

Where a non-resident of Denmark holds shares which can

be attributed to a permanent establishment in Denmark, divi-

dends are taxable pursuant to the rules applying to Danish tax

residents described above.

Dividends (companies)

Dividends from Subsidiary Shares are exempt from Danish

withholding tax provided the taxation of the dividends is to be

waived or reduced in accordance with the Parent-Subsidiary

Directive (2011/96/EEC) or in accordance with a tax treaty

with the jurisdiction in which the company investor is resi-

dent. If Denmark is to reduce taxation of dividends to a foreign

company under a tax treaty, Denmark will not—as a matter

of domestic law—exercise such right and will in general not

impose any tax at all. Further, dividends from Group Shares—

not also being Subsidiary Shares—are exempt from Danish

withholding tax provided the company investor is a resident

of the European Union or the EEA and provided the taxation

of dividends should have been waived or reduced in accor-

dance with the Parent-Subsidiary Directive (2011/96/EEC) or

in accordance with a tax treaty with the country in which the

company investor is resident had the shares been

Subsidiary Shares.

Dividend payments on both Tax-Exempt and Taxable Portfolio

Shares will generally be subject to withholding tax at a rate

of 27% irrespective of ownership period. If the withholding

tax rate applied is higher than the applicable final tax rate for

the shareholder, a request for a refund of Danish tax in excess

hereof can be made by the shareholder in the following situa-

tions:

Double taxation treaty

In the event that the shareholder is a resident of a state with

which Denmark has entered into a double taxation treaty, the

shareholder may generally, through certain certification proce-

dures, seek a refund from the Danish tax authorities of the tax

withheld in excess of the applicable treaty rate, which is typi-

cally 15%. Denmark has entered into tax treaties with approxi-

mately 80 countries, including the United States and almost

all members of the European Union. The treaty between Den-

mark and the United States generally provides for a 15% rate.

Credit under Danish tax law

If the shareholder holds less than 10% of the nominal share

capital in the company and the shareholder is resident in a juris-

diction with which Denmark has a double taxation treaty or an

international agreement, convention or other administrative

agreement on assistance in tax according to which the com-

petent authority in the state of the shareholder is obligated to

exchange information with Denmark, dividends are generally

subject to a tax rate of 15%. If the shareholder is tax resident

outside the European Union, it is an additional requirement for

eligibility for the 15% tax rate that the shareholder together

with related shareholders holds less than 10% of the nominal

share capital of the company. Note that the reduced tax rate

does not affect the withholding rate, hence, in this situation

the shareholder must also in this situation claim a refund as

described above in order to benefit from the reduced rate.

Where a non-resident company of Denmark holds shares

which can be attributed to a permanent establishment in Den-

mark, dividends are taxable pursuant to the rules applying to

Danish tax residents described above.

Share transfer tax and stamp duties

No Danish share transfer tax or stamp duties are payable on

transfer of the shares.


Articles of association

OBJECT

Pursuant to clause 2.1 of the Company s Articles of Associa-

tion, the Company s object is to establish and carry on the

business of development, marketing and distribution of prod-

ucts and services for the medical diagnostic, prognostic and

pharmaceutical market.

PROVISIONS REGARDING MEMBERS OF THE BOARD OF

DIRECTORS AND MANAGEMENT

The Board of Directors is responsible for the Company’s over-

all and strategic management and it supervises the Company’s

activities, management and organisation. The Board of Direc-

tors appoints and dismisses the members of the Management,

who are responsible for the Company’s day-to-day operations.

In accordance with article 12 of the Articles of Association,

the Board of Directors consists of no less than three (3) and no

more than eight (8) members elected at the General Meeting.

The members of the Board of Directors elected by the Gen-

eral Meeting are elected for a term of one year and may be

re-elected. The Board of Directors elects a chairman. In case of

parity of votes, the chairman has the casting vote.

Currently, the Company has no employee representatives

on the Board of Directors.

RESOLUTION BY THE GENERAL MEETINGS AND AMEND-

MENTS TO THE ARTICLES OF ASSOCIATION

Resolutions at General Meetings must be passed by a simple

majority of votes cast unless otherwise prescribed by law or by

the Articles of Association.

Adoption of changes to the Articles of Association, disso-

lution of the Company, merger or demerger requires that the

decision is adopted with at least two-thirds of the votes cast

as well as the share capital represented at the General Meet-

ing, unless applicable laws prescribe stricter or less strict adop-

tion requirements or applicable laws confer independent com-

petence to the Board of Directors or other bodies.

The provisions in the Articles of Association relating to a

change of the rights of shareholders or a change to the capital

are no more stringent than required by the Danish Companies

Act.

GENERAL MEETINGS AND VOTING RIGHTS

General Meetings must be held at the Company’s registered

office or in the Greater Copenhagen area.

The annual General Meeting must be held each year in time

for the audited and adopted annual report to reach the Danish

Business Authority before expiry of the time limit provided by

the Danish Financial Statements Act.

Extraordinary General Meetings must be held when deter-

mined by the Board of Directors or requested by the Com-

pany’s auditor. Furthermore, an extraordinary General Meet-

ing must be held when requested by shareholders possessing

no less than 5% of the Company’s share capital. Such request

must be submitted in writing. The Board of Directors must

convene an extraordinary General Meeting no later than two

weeks after such request has been made.

General Meetings must be convened by the Board of Direc-

tors with at least two weeks’ and not more than four weeks’

notice. Notice to General Meetings shall take place via the

company’s website and in writing, such as by e-mail, to the

shareholders listed in the Company register of shareholders,

who have requested to be so notified.

The notice must specify the time and place of the General

Meeting and the agenda containing the business to be trans-

acted at the meeting.

The right of a shareholder to attend and vote at a General

Meeting is determined by the Shares held by the shareholder

on the date of registration.

The date of registration is one week before the General

Meeting. The Shares held by each shareholder on the date of

registration are calculated based on the registration of the

number of shares held by that shareholder in the Company’s

register of shareholders as well as on any notification of own-

ership received by the Company for the purpose of registra-

tion in its register of shareholders, but which have not yet

been registered.

At the General Meeting, each Share of nominal DKK 1 car-

ries one vote and all Shares have equal voting rights.

Any shareholder who is entitled to attend the General

Meeting pursuant to the Articles of Association and who

wishes to attend the General Meeting must request to receive

an admission card not later than three days prior to the date of

the meeting. A shareholder may, subject to having requested

an admission card, attend in person or by proxy, and the share-

holder or the proxy may attend together with an adviser.

The right to vote may be exercised by a written and dated

instrument of proxy in accordance with applicable laws. A share-

holder who is entitled to participate in the General Meeting

pursuant to the Articles of Association may vote by correspon-

dence in accordance with the provisions of the Danish Compa-

nies Act. Such votes by correspondence must be received by

the Company not later than the day before the General Meet-

ing. Votes by correspondence cannot be withdrawn.


Unofficial translationARTICLES OF ASSOCIATION ofVIROGATES A/S(Company reg. No 25 73 40 33)(the "Company")

1. Name and object

1.1 The corporate name of the Company is ViroGates A/S.

1.2 The objects of the Company are to establish and carry on the business of development, marketing and distribution of prod-ucts and services for the medical diagnostic, prognostic and pharmaceutical market.

2. Capital and shares of the Company

2.1 The Company's share capital is DKK 2,210,172, say two million two hundred and ten thousand and one hundred and seventytwo 00/100 divided into shares of 1 DKK (Danish kroner one) or multiple thereof. The share capital has been paid up in full.

2.2 All shares shall be issued in the name of the holder and shall be registered in the Company’s register of share-holders. The shareholders’ register shall be kept by VP Securities A/S, Com-pany reg. no. 21 59 93 36.

2.3 Until 1 April 2023, the Board of Directors is authorised to, in one or several rounds, increase the Company's share capital by up to nominally DKK 221,017 without pre-emption rights for the shareholders at terms to be decided by the Board of Directors, however, the following conditions must apply to the authority granted:

The new shares shall be subscribed at market price, which shall be determined by the Board of Directors. The new shares shall be -negotiable instruments, registered in the name of the holder and be ranked pari passu with the existing share capital.

Capital increases may also be carried out as consideration for the Company's takeover of an existing business or specific assets or by way of conversion of debt.

2.3.1 Until 1 April 2023, the Board of Directors is authorised to, in one or several rounds, increase the Company's share capital by up to nominally DKK 221,017 with pre-emption rights for the shareholders at terms to be decided by the Board of Directors, however, the following conditions must apply to the authority granted:



2.4 In the period until 1 May 2016 the Board of Directors are au-thorised to issue warrants without pre-emption right for the existing shareholders, in one or more portions to consultants and employees of the Company and its subsidiaries and to issue new shares, and to increase the Compa-ny’s Share Capital one or several times without pre-emption right for the existing share-holders. The Au-thorisation to issue new shares and to increase the share capital can be ex-ercised to a total of nominally DKK 24,485 new share capital.

2.5 The Board of directors is also author-ized to determine the other condi-tions, which will be applicable to the warrants, including whether the new shares shall belong to a new share class. The conditions must be deter-mined with reference to the Board of Directors’ guidelines for incentive salary.

2.6 The Board is authorised to carry out changes in the Company Articles that are a result of the Board's use of the abovemen-tioned authority.

2.7 The authorisation contained in arti-cles 2.4 to 2.6 has been ex-ercised, cf. the schedule of 3 November 2011 to these Articles of Association. The authorisation has subsequently ex-pired.

2.8 Until 1 April 2023, the Board of Directors is authorised to pur-chase own shares up to 10 per cent of the total share capital from time to time at market price (to be understood as the actual listed trading price) with an addition/subtraction of up to 10 %.

2.9 DKK 10,900,000 Loan Convertible into Shares.

2.9.1 The Company has issued a loan convertible into shares in the amount of DKK 10,900,000 (the “Loan”) to a group of lenders (the “Lenders”). The Loan falls due on 31 December 2018 (the “Maturity Date”). The Loan has an interest rate to the Matu-rity Date of 13.5 per cent per annum. The interest rate on the loan, regardless of early repayment, cannot be less than DKK 1,000,000. The convertible loan can be converted at a price of 29 DKK per share of DKK 1 or the market price, cf. the appendix of 30 January 2018.

2.10 Authorization to the board of directors to issue warrants

2.10.1 During the period until 1 April 2020, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 183,084 war-rants, each representing a right to subscribe for one share in the com-pany at a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 183,084. Warrants may be issued to the Management and key employees in the company and the company’s subsidiaries without pre-emptive rights for existing shareholders. The exercise price for warrants issued pursuant to this authorization shall be fixed in tranches in such way that the exercise price for the warrants which are covered by this authorization shall be fixed as follows: the exercise price of 1/3 of the warrants shall be equal to a valuation of the compa-ny’s shares of DKK 60m; the exercise price of 1/3 of the warrants shall be equal to a valuation of the company’s shares of DKK 90m; and the exercise price of 1/3 of the warrants shall be equal to a valuation of the company’s shares of DKK 125m. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization.


2.10.2 During the period until 1 April 2020, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 183,084 warrants, each representing a right to subscribe for one share in the company at a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 183,084. Warrants may be issued to the Management and key employees in the company and the company’s subsidiaries without pre-emptive rights for existing shareholders. The exercise price for warrants issued pursuant to this authorization shall be fixed in tranches in such way that the exercise price for the warrants which are covered by this authorization shall be fixed as follows: the exercise price of 1/3 of the warrants shall be equal to a valuation of the company’s shares of DKK 60m; the exercise price of 1/3 of the warrants shall be equal to a valuation of the company’s shares of DKK 90m; and the exercise price of 1/3 of the warrants shall be equal to a valuation of the company’s shares of DKK 125m. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization.

During the period until June 2020, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 221,018 warrants, each representing a right to subscribe for one share in the company with a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 221,018. Warrants may, without pre-emptive rights for existing shareholders, be issued to the Lenders referred to in article 2.9 subject to fulfilment of the conditions specifically set out for the Loans, including that the Loans be converted to shares in the company. The exercise price for warrants issued pursuant to this authorization shall be fixed at the same price as the conversion of the Loans takes place. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization under fulfilment of the conditions set out for the Loans.

2.10.3 According to the rules of the Companies Act applicable at any time, the Board of Directors may re-use or re-issue any lapsed non-exercised warrants issued under article 2.10.1 provided that such re-use or re-issue is effected within the time frame and on the terms stipulated under the authorization in article 2.10.1. Re-use means that the board of directors is entitled to let a third party become a party to an already allocated warrant. Re-issue means that it is possible for the board of directors, within the same authorization, to re-issue warrants to substitute already issued warrants, which have lapsed.

2.10.4 The company’s shareholders shall have no pre-emptive rights for any shares issued pursuant to warrants. The shares subscribed for by exercise of warrants are to carry the same rights as the company’s existing shares, including that the shares are nego-tiable instruments and must be registered in the name of the holder. No limitations in the negotiability of the new shares shall apply, and no shareholder is obliged to let his/her shares be redeemed, wholly or in part. No limitations shall apply to the pre-emptive rights for the new shares in relation to future increases of the share capital.

2.11 On 12 August 2015 the Board of Directors resolved to exercise the authorizations under article 2.10.1 hereof to issue 120,835 warrants and to adopt the corresponding increase of the share capital. The authoriza-tion under article 2.10.1 is conse-quently reduced to 62,249 warrants. The terms and conditions of the is-sued warrants have been adopted as appendix of today’s date to the arti-cles of association.

Each warrant confers a right to sub-scribe for one share of nominal DKK 1 in the Company. The subscription price shall be the following:

• A third of the warrants enti-tles the holder to subscribe for one share in the Company of nominal DKK 1 against payment of DKK 32.71;



The subscription price shall be in-creased with 10 per cent each year on 1 September – first time on 1 Sep-tember 2016.

Appendix of today’s date shall form an integral part of the articles of association.

2.12 On 29 October 2015 the General Meeting resolved to issue 87,880 warrants to the Board of Directors and to adopt the corresponding in-crease of the share capital. The terms and conditions of the issued warrants have been adopted as appendix of today’s date to the articles of associa-tion.

Each warrant confers a right to sub-scribe for one share of nominal DKK 1 in the Company. The subscription price shall be the following:




The subscription price shall be in-creased with 10 per cent each year on 1 September – first time on 1 Sep-tember 2016.

Appendix of today’s date shall form an integral part of the articles of as-sociation.

2.13.1 During the period until 1 April 2023, the Board of Directors shall on one or several occasions be authorized to issue up to a total of 221,017 warrants, each representing a right to subscribe for one share in the company at a nominal value of DKK 1. The Board is further authorized to conduct the capital increases related thereto of up to nominally DKK 221,017. Warrants may be issued to the management and employees in the company and the company’s subsidiaries as well as to consultants and advisers without pre-emptive rights for existing shareholders. The Board will set out the remaining conditions for the warrants issued pursuant to this authorization.


2.13.2 According to the rules of the Companies Act applicable at any time, the Board of Directors may re-use or re-issue any lapsed non-exercised warrants issued under article 2.13.1 provided that such re-use or re-issue is effected within the time frame and on the terms stipulated under the authorization in article 2.13.1. Re-use means that the board of directors is entitled to let a third party become a party to an already allocated warrant. Re-issue means that it is possible for the board of directors, within the same authorization, to re-issue warrants to substitute already issued warrants, which have lapsed.

2.13.3 The company’s shareholders shall have no pre-emptive rights for any shares issued pursuant to warrants. The shares subscribed for by exercise of warrants are to carry the same rights as the company’s existing shares, including that the shares are nego-tiable instruments and must be registered in the name of the holder. No limitations in the negotiability of the new shares shall apply, and no shareholder is obliged to let his/her shares be redeemed, wholly or in part. No limitations shall apply to the pre-emptive rights for the new shares in relation to future increases of the share capital.

2.14 Until 1 April 2023, the Board of Directors is authorised to, in one or several rounds, increase the Company's share capital by up to nominally DKK 828,815 without pre-emption rights for the shareholders at terms to be decided by the Board of Directors, however, the following conditions must apply to the authority granted:



3. Shareholder rights

3.1 Each share amount of DKK 1 shall carry one vote at General Meetings.

3.2 The share certificates of the Compa-ny shall be negotiable instruments.

3.3 The transfer of shares shall not be subject to restrictions.

3.4 No shareholder shall be under any obligation to allow his/her or its shares to be redeemed.

3.5 No shares confer preferential rights on its holder.

3.6 The shares shall be issued in demate-rialized form and be regis-tered with VP Securities A/S, Company No. 21 59 93 36. Dividend is paid through VP Securities A/S.

3.7 Rights over the shares shall be noti-fied to VP Securities A/S in accord-ance with applicable rules.

4. General Meetings

4.1 Within the limitations of the law and these Articles of Associa-tion the General Meeting of the shareholders have the supreme power in all affairs of the Company. The General Meetings of the Company shall be held at the registered office of the Company or in the Capital Region of Denmark (in Danish: “Region Hoved-staden”) as determined by the Board of Direc-tors.

4.2 The Annual General Meeting shall be held each year in such time that the audited and approved annual report may be sub-mitted to the Danish Business Authority before the expiry of the deadline in the Accounting Act. The annual report shall be sub-mitted to the annual general meeting.

4.3 The General Meeting shall be convened by the Board of Di-rectors. Notice to General Meetings shall take place via the company’s website and in writing, such as by e-mail, to the shareholders listed in the Company register of shareholders, who have requested to be so notified, with at least 2 weeks’ and no more than 4 weeks' notice.

4.4 The notice shall state the time and place of the General Meet-ing and include an agenda for the General Meeting stating all proposals that will be dealt with at the General Meeting. If amendments to the Articles are to be dealt with at the General Meeting, the material content of the proposal shall be stated in the notice.

4.5 No later than 2 weeks before the General Meeting, the agenda and proposals in full, and in the case of the Ordinary General Meeting also an audited annual report, shall be made available for the shareholders’ re-view.

4.6 Extraordinary Meetings shall be held when the Board of Direc-tors or the auditor of the Company finds it appropriate or such Meeting is request-ed by one or several shareholders holding in the aggregate 1/20 or more of the total share capital of the Com-pany. A request from the sharehold-ers to such effect shall be communicated to the Board of Directors in writing and must specify the subjects that are to be discussed at the Ex-traordinary General Meeting, notice of which shall be given within 2 weeks after receipt of such request.

4.7 To be considered at an Annual General Meeting proposals from shareholders must be submitted to the Board of Directors in due time for inclusion in the agenda for the Annual General Meeting.

4.8 The agenda of the ordinary Annual General Meeting shall include the following items:

1. Election of Chairman of the Meeting.

2. The Report of the Board of Directors on the Company's activities during the past financial year.

3. Approval of the annual report.

4. Allocation of profits or balancing of a deficit in accordance with the approved annual report.

5. Election of members to the Board of Directors, alternate Directors and compensation of Directors.

6. Election of auditor.

7. Any other business.

4.9 A shareholder’s right to partake in a general meeting and to vote shall be determined on the basis of the shares, which the shareholder possesses on the registration date. The registration date is one week prior to the general meeting. A shareholder’s shareholding and voting rights shall be made up as of the registra-tion date on the basis of the entry of the shareholder’s ownership in the shareholders’ register and any notices of ownership, which the company has received for entry in the shareholders’ register.

4.10 A shareholder may partake in person or through proxy. The proxy holder shall present a written and dated power of attorney.

4.11 Shareholders or proxy holder may partake on the general meet-ing with an adviser.

4.12 A shareholder, which is entitled to partake in a general meeting, may vote by letter. Letter votes shall be received by the company not later than the last weekday before the general meeting. Letter votes may not be revoked.


4.13 All resolutions proposed at the Gen-eral Meeting shall, unless otherwise required under mandatory provisions or subject to these articles, be passed by simple majority of votes.

4.14 The passing of resolutions concerning modification of the Arti-cles of Association or the dissolution of the Company requires that 2/3 of the share capital are represented at the General Meeting and that the proposal is adopted by 2/3 of the votes given as well as of the share capital represented and entitled to vote at the General Meeting. In case less than 2/3 of the share capital is represented at the General Meeting, but the proposal is adopted by a quorum of 2/3 of the votes given as well as by 2/3 of the share capital represented and entitled to vote, a new General Meeting shall be convened without delay, at which Meeting the proposal may be adopted by 2/3 of the votes given without regard to the proportion of the share capital represent-ed. Instruments of proxy issued in respect of the first General Meeting shall be valid for the subsequent General Meeting as well, unless explicitly revoked.

4.15 The proceedings at the General Meeting of the shareholders shall be recorded in a minute book to be signed by the Chairman of the Meeting. Not later than two weeks from the general meeting, the minute book or a confirmed transcript thereof shall be made available to the shareholders.

5. Electronic communication

5.1 The Board is authorised to decide that the Company may use electronic document exchange, and electronic mail (e-mail) in the Company's communication with the shareholders, see Section 92 of the Danish Companies Act.

5.2 The above authority can be used when convening the share-holders to the Ordinary and Extraordinary General Meetings, sending the agenda, including the proposal in full to amend the Articles, the annual report, minutes of general meetings as well as other documents and information, which the Company is under a duty to send to the shareholders, whereas all such documents etc. shall be accessible to the shareholders on the Company's website.

5.3 The Board is authorised to make such amendments in the Company Articles that are necessary as a result of the Board's use of the authority, and the Board shall be required to inform the shareholders when the authorisation is used.

6. Board of Directors and Management

6.1 The Company shall be managed by a Board of Directors con-sisting of 3-8 members elected by the shareholders at the Annual General Meeting for a term being the period up to the next Annual General Meeting. Re-election is permitted.

6.2 The Board of Directors shall elect its Chairman among its own members. At the first meeting of the Board fol-lowing the conclusion of any audit, the audit book shall be presented and all members of the Board shall con-firm that they are aware of the con-tents thereof by signing the same.

6.3 The shareholders at a General Meeting may elect a first and second alternate Director for the term until the next Annual General Meeting. If a Director ceases to be a member of the Board before the expiry of his or her term, the first alternate or - if the first alternate has ceased to be an alternate Direc-tor - the second alternate Director shall replace the existing Director for the rest of the latter's term.

6.4 In the event of a Director being ex-cused, the first alternate Director or - if the first alternate Director has ceased to be an alternate Director or is equally excused - the second alternate Director shall function in lieu of the existing Director for as long as such Director is excused from attending.

6.5 The Board of Directors shall adopt rules of procedure for the performance of its duties. The proceedings at Board Meetings shall be recorded in a minute book to be signed by all Directors. Directors are compensated by an annual fee as determined by the shareholders at the Annual General Meeting.

6.6 The Board of Directors shall appoint one General Manager to be in charge of day-to-day operations.

6.7 The Company’s Board of Directors has prepared general guidelines for the incentive remuneration of the Company’s management. The guidelines have been discussed and ap-proved on the Company’s general meeting. The guidelines have been published on the Company’s website.

7. Power to bind the Company

7.1 The Company shall be bound by the joint signatures of the Director together with the Chairman of the Board or the Vice Chairman of the Board or together with 2 members of the Board or by the joint signatures of the Chairman of the Board together with one member of the Board.

8. Auditing

8.1 The Company's accounts shall be audited by an approved accountant elected at a General Meeting. Such auditor shall be elected for a period of one year. Re-election is permitted.

9. Closing of the accounts and distribution of profits

9.1 The Company's financial year shall be from 1 January to 31 December.

9.2 The Company’s annual report shall be prepared in English.

So adopted on General Meeting held on 24 May 2018.

On 3 November 2011 a board meeting of Virogates A/S, CVR no. 25 73 40 33 (“the Company”) was held at the Company’s premises.

All members of the board of directors were present.

The only item on the agenda was a resolution on the issuing of warrants.

In pursuance of Section 156, Subsection 3 of the Danish Public Com-panies Act, the board of directors unanimously decided to deselect presentation of statement from the board of directors and the Com-pa-ny auditor’s opinion on the statement, cf. Section 156, Subsection 2.

The board of directors passed a resolution on the issuing of warrants, without preferential subscription rights for existing shareholders, for subscription of up to 19,600 shares with a nominal value of DKK 1.00 each, at an exercise price of DKK 110 (total subscription price DKK 2,156,000) pursuant to authorization to the board of directors cf. Article 2.4 – 2.6 in the articles of association.

There has been granted warrants for 2,000 shares to one person 4 November 2011. The warrants have been accrued and are exercisable from 1 May 2012, if the person still is an employee of the Company on this date. Any of the granted shares that have not been subscribed for 1 May 2016 cannot be sub-scribed by the warrant holder.


Furthermore there has been granted warrants for 17,600 shares to one person 4 November 2011. On a quarterly basis, the warrant holder is vesting these warrants and earns the right to subscribe for an ad-ditional 1,100 shares per quarter in the period from 30 June 2012 until 31 March 2016. Any of the granted shares that have not been subscribed for on the vesting date and until 4 years from the vesting date cannot be subscribed by the warrant holder.

In order to exercise the warrants, the warrant holder must notify the Company’s managing director thereof and submit a payment equal to the subscription price multiplied by the number of warrants being exercised.

In connection with the granting of warrants, the Company enters into agreement with each of the warrant holders and each warrant holder sign a special shareholder agreement regarding employees share scheme.

Without prejudice to the terms and conditions of this Agreement, the Company’s shares allotted to the warrant holder as a result of the exercise of the warrants confer the same rights as those applying to other shares in the Company pursuant to the Company’s prevailing articles of association.

Rights attached to the shares take effect upon registration of the capital increase.

In the event that a resolution is passed on share capital increase of any kind, the issuance of new war-rants, convertible loan agreements etc. prior to the (full) exercise of the warrants, such resolution can-not affect the terms for exercising the warrants.

In the event that a share capital decrease is made with payment to the shareholders or, in the event that a resolution is passed on dissolution, including merger or demerger, prior to the (full) exercise of the war-rants, the warrant holder shall be entitled to exercise any portion of the warrants that has not been subject to prior exercise by the warrant holder, if the warrant holder’s notice of such exercise is given within 4 weeks after the event triggering the rights of exercise of the warrants has become public or in any other way has been notified to the warrant holder. The Company is obligated to immediately noti-fy the warrant holder of the occurrence of such an event.

In the event that the Company becomes subject to a transaction in which a minimum of 50% of the Company’s shareholding or the vot-ing rights is transferred to any third party (“Change of Control”) (not including existing shareholders in the Company at the time of such change of control) the Com-pany has the right – to be exercised by way of notice to the warrant holder within 8 weeks from the occurrence of such change of control – to require that:

The warrant holder exercises the warrants and then immediately trans-fers all shares so subscribed to the new shareholder who has obtained or will obtain control of the Company provided that such trans-fer by the warrant holder must be made at terms equal to those applying to the transfer of all other shares transferred in connection with such change of control.

The board of directors authorized Nicolai Jung, Attorney, to register the required amendments to the articles of association in connection with this resolution and the subsequent capital increases.

Board of directors:

Jørgen Axel Thorball, ChairmanJesper Eugen-OlsenNiels Lysholm EngelhardJan-Ole Hansen, Deputy ChairmanPoul Kirketerp Andersson

Appendix of 12 August 2015 to the Articles of Association of ViroGates A/S

Pursuant to authorisation in the articles of association for ViroGates A/S, the Board of Direc-tors has resolved that the following terms and conditions shall apply to warrants which are granted to management and key employees in the company according to the authorisation:

1. General

1.1 ViroGates A/S (hereinafter ”ViroGates”) has decided to intro-duce an incentive scheme for management and key employees in ViroGates (hereinafter collectively referred to as “Warrant holders”). The scheme is based on issuance of options, also called warrants (hereinafter only referred to as “warrants”), which are not subject to payment.

1.2 A warrant is a right, but not an obligation, during fixed periods (exercise periods) to subscribe for new shares in ViroGates at a price fixed in advance (the exercise price). The exercise price shall be determined by the board of directors. Each warrant carries the right to subscribe for nominal DKK 1 share in ViroGates at the subscription price determined by the board of directors at the date of issuance.

1.3 Warrants will be offered to members of management and key employees in ViroGates at the discretion of the Board of Directors. The number of warrants offered to each individual shall be based on an individual evaluation of the Warrant holder’s duties. The number of warrants and the exercise price for the warrants granted shall be set out in the individual Warrant holder’s warrant certificate.

2. Granting/subscription of warrants

2.1 Warrant holders who wish to subscribe for the offered war-rants shall sign a Warrant Certificate with this Appendix at-tached and, to the extent required by the Board of Directors, a Security Holder Agreement or similar instrument regulating the relationship between the Warrant holders, ViroGates and ViroGates’ other shareholders.

2.2 The granting of warrants shall not be subject to payment from the Warrant holders.

2.3 ViroGates shall keep records of granted warrants and update the records at suitable inter-vals.

3. Vesting

3.1 The warrants shall vest with 1/36 per month from the date of grant of the warrants covered by this Appendix. The board may on an individual basis determine a different vesting period in its decision to issue warrants.

3.2 If the stipulated fraction does not amount to a whole number of warrants, the number shall be rounded down to the nearest whole number.

3.3 Warrants shall only be vested to the extent the Warrant holder is employed by ViroGates, cf. however clauses 3.4 to 3.6 below.

3.4 In the event that the Warrant holder terminates the employ-ment contract and the termination is not a result of breach of the employment terms by ViroGates, and in the event that Viro-Gates terminates the employment contract and the Warrant holder has given ViroGates good reason to do so, then the vesting of warrants shall cease from the time the employment is terminated, meaning from the first day when the Warrant holder is no longer entitled to sala-ry from Viro-Gates, notwithstanding that the Warrant holder has actually ceased to perform his/her duties at an earlier date. In addition hereto the Warrant holder’s right, if any, to re-ceive warrants granted after termination of the employment shall cease.


3.5 In the event that the Warrant holder terminates the em-ployment and the termination is a result of breach of the employment terms by ViroGates, or in the event that Viro-Gates terminates the employment contract and the Warrant holder having not given ViroGates good reason to do so, then warrants shall continue to vest as if the Warrant holder was still employed by ViroGates.

3.6 Should the Warrant holder materially breach the terms of the employment, the vesting of warrants shall cease from the date when the Warrant holder is dismissed due to the material breach.

3.7 If the Warrant holder takes leave – other than maternity leave – and the leave exceeds 60 days, the dates when the warrants shall be vested shall be postponed by a period corresponding to the duration of the leave.

4. Exercise

4.1 When a warrant has vested, it may be exercised during the exercise periods. The exercise periods fall in each of the five calendar years following the vesting calendar year. In a calen-dar year there are two exercise periods of 2 times 3 weeks, being 1 to 21 January and 1 to 21 August. For a warrant vested in 2015 there will thus be the following exercise periods:

1 – 21 January or 1 – 21 August 20161 – 21 January or 1 – 21 August 20171 – 21 January or 1 – 21 August 20181 – 21 January or 1 – 21 August 20191 – 21 January or 1 – 21 August 2020

4.2 If the last day of an exercise period is Saturday or Sunday, the exercise period shall also include the first weekday following the stipulated period.

4.3 When warrants have vested, the Warrant holder shall be free to choose, which exercise period to apply for the vested war-rants, cf. however, clause 4.5 below regarding material breach. It is, however, a condition for exercise that the Warrant holder in a given exercise period exercises warrants, which give a right to subscribe minimum nominal DKK 100 shares.

4.4 Warrants not exercised by the Warrant holder during the last exercise period, 1 – 21 August 2020 in the above example, shall become null and void without further notice, compensation or payment of any kind to the Warrant holder.

4.5 The Warrant holder’s exercise of warrants is in principle and in addition to the above condi-tional upon the Warrant holder being employed in ViroGates at the time when warrants are exercised. In case of termination of the employment the following shall apply:

a. In the event that the Warrant holder is terminating the employment contract and the termination is not a result of breach of the employment by ViroGates, and in the event that ViroGates terminates the employment contract and the Warrant holder having given ViroGates good reason to do so, the Warrant holder is only entitled to exercise the war-rants vested at the time of termination. Exercise shall take place in accordance with the general terms and conditions regarding exercise of warrants stipulated in clause 4.1 – 4.5.

b. In the event that the Warrant holder terminate the employ-ment contract and the termina-tion is a result of breach of the employment by ViroGates, or in the event that ViroGates terminates the employment contract and the Warrant holder have not given ViroGates good reason to do so, the Warrant holder is entitled to exercise the warrants as if the Warrant holder were still employed with ViroGates. Exercise shall take place in accord-ance with the general terms and conditions regarding exercise of warrants stipulated in clause 4.1 – 4.5. This provision shall apply if the employment contract is ter-minated due to retirement.

c. If the employment is terminated as a consequence of sum-mary dismissal of the Warrant holder on grounds of material breach, all warrants not exercised at that time shall become null and void without notice or compensation If the material breach is committed prior to the dismissal the vesting and the right to exercise warrants shall be deemed to have ceased at the time of the material breach. The Warrant holder shall in this case, af-ter demand from ViroGates, be obligated to sell to ViroGates shares which have been subscribed though exercise of warrants, after the date of the material breach. The shares shall be sold at a price corresponding to the subscription price paid by the Warrant holder.

d. If the employment is terminated due to the death of the Warrant holder all warrants not exercised by the Warrant holder shall become null and void. However, the ViroGates Board of Directors shall, however, as a minimum grant an exemption from this provision to enable the estate of the Warrant holder to exercise the issued warrants whether they have been vested at the time of the death or not on the condition that exercise be effected during the first exercise period commencing after the death.

e. The Board of Directors shall in all instances in connection with a Warrant holder leaving the Company, except in the event of material breach by the Warrant holder, be entitled, but not obligated to deviate from the above sub-points a. – d., so that the Warrant holder based on a full evaluation is treated more favourable in connection with leaving the Company.

4.6 ViroGates’ board of directors is in the event of a listing of the company’s shares on a stock exchange entitled at its discretion to change the exercise periods in order to coordinate these with applicable rules for insider trading. Unless the Board of Directors resolves otherwise the exercise periods shall in the event of a listing be changed to two - four 21 day periods af-ter respectively the annual report notification and the interim report (six months), respective-ly the quarterly reports.

5. Adjustment of warrants

5.1 Changes in ViroGates’ capital structure causing a change of the potential possibility of gain attached to a warrant shall require an adjustment of the warrants.

5.2 Adjustments shall be made so that the potential possibility of gain attached to a warrant, in so far as possible, shall remain the same before and after the occurrence of an incident caus-ing the adjustment. The adjustment shall be carried out with the assistance of ViroGates’ external advisor. The adjustment may be effected either by increase or reduction of the number of shares that can be issued following exercise of a warrant and/or an increase or reduction of the exercise price.

5.3 Warrants shall not be adjusted as a result of ViroGates’ issue of employee shares, share op-tions and/or warrants as part of employee share option schemes (including options to Di-rec-tors, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted as a result of capital increases following the Warrant holders’ and others’ exercise of warrants in Viro-Gates.


5.4 Bonus sharesIf it is decided to issue bonus shares in ViroGates, warrants shall be adjusted as follows:

The exercise price for each warrant not yet exercised shall be multiplied by the factor:

and the number of warrants not yet exercised shall be mul-tiplied by the factor:

where:A = the nominal share capital before issue of bonus shares, andB = the total nominal value of bonus shares.

If the adjusted number of shares does not amount to whole numbers, the number shall be rounded down to the nearest whole number.

5.5 Changes of capital at a price different from the market price:

If it is decided to increase or reduce the share capital in Vi-roGates at a price below the mar-ket price (in relation to capital decreases also above the market price), warrants shall be adjusted as follows:

The exercise price for each non-exercised warrant shall be multiplied by the factor:

and the number of non-exercised warrants shall be multiplied by the factor:

where:A = nominal share capital before the change in capitalB = nominal change in the share capitalK = market price / closing price of the share on the day prior to the announcement of the change in the share capital, andT = subscription price/reduction price in relation to the change in the share capital

If the adjusted exercise price and/or the adjusted number of shares does not amount to whole numbers, each number shall be rounded down to the nearest whole number.

5.6 Changes in the nominal value of each individual share:

If it is decided to change the nominal value of the shares, warrants shall be adjusted as follows:



where:A = nominal value of each share after the change, andB = nominal value of each share before the change

If the adjusted number of shares does not amount to a whole number, the number shall be rounded down to the nearest whole number.

5.7 Payment of dividend:If it is decided to pay dividends, the part of the dividends exceeding 10 per cent of the equity capital shall lead to adjust-ment of the exercise price according to the following formula:

where:E2 = the adjusted exercise priceE1 = the original exercise priceU = dividends paid outUmax = 10 per cent of the equity capital, andA = total number of shares in ViroGates

The equity capital that shall form the basis of the adjustment above is the equity capital stipu-lated in the Annual Report to be adopted at the general meeting where dividends shall be approved before allocation hereof has been made in the Annual Report.

5.8 Other changes in ViroGates’ capital position:In the event of other changes in ViroGates’ capital position causing changes to the financial value of warrants, warrants shall (save as provided above) be adjusted in order to ensure that the changes do not influence the financial value of the warrants.

The calculation method to be applied to the adjustment shall be decided by an external advisor appointed by the Board of Directors.

It is emphasized that increase or reduction of ViroGates’ share capital at market price does not lead to an adjustment of the subscription price or the number of shares to be subscribed.

5.9 Winding-up:Should ViroGates be liquidated, the vesting time for all non-exercised warrants shall be changed so that the Warrant holder may exercise his/her warrants in an extraordinary ex-ercise period immediately preceding the relevant transaction.

5.10 Merger and split:If ViroGates merges as the continuing company, warrants shall remain unaffected unless, in connection with the merger, the capital is increased at a price other than the market price and in that case warrants shall be adjusted in accordance with clause 5.5.

If ViroGates merges as the terminating company or is split, the continuing company may choose one or a combination of the following possibilities:

• The Warrant holder may exercise all non-exercised warrants (inclusive of warrants not yet vested) immediately before the merger/split, or


• New share instruments in the continuing company/compa-nies of a corresponding financial pre-tax value shall replace the warrants. On split the continuing companies may decide in which company/companies the Warrant holders shall receive the new share instruments.

5.11 Sale and exchange of shares:If more than 50 per cent of the share capital in ViroGates is sold or is part of a share swap, ViroGates may choose one or a combination of the following possibilities:

• The Warrant holder may exercise all non-exercised warrants that are not declared null and void (inclusive of warrants not yet vested) immediately before the sale/swap of shares. Fur-thermore, the Warrant holder shall undertake an obligation to sell the subscribed shares on the same conditions as the other shareholders (when selling).

• Share instruments in the acquiring company of a corre-sponding pre-tax value shall replace the issued warrants.

5.12 Common provisions regarding 5.9-5.11:If one of the transactions mentioned above is made, ViroGates shall inform the Warrant holder hereof by written notice. Upon receipt of the written notice, the Warrant holder shall have 2 weeks – in cases where the Warrant holder may extraordinarily exercise warrants, see 5.9-5.11 – to inform ViroGates in writing whether he/she will make use of the offer. If the Warrant holder has not answered ViroGates in writing within the limit of 2 weeks or fails to pay within the fixed time, warrants shall become null and void without further notice or compensation.

The Warrant holder’s rights in connection with decisions made by any competent company body, see 5.9-5.11, shall be contingent on subsequent registration of the relevant decision with the Danish Commerce and Companies Agency provided that registration is a condition of its validity.

6. Stock Exchange listing

6.1 In the event that ViroGates’ shares are listed on a stock ex-change, the Warrant holder shall accept such changes to the warrants that are necessary for ViroGates’, the shareholders’ and the Warrant holders’ fulfilment of their obligations, especially the duties of disclosure, to the stock exchange. Additionally the Warrant holders shall be obligated to ac-cept such lock-up periods regarding exercise of warrants or a sale of shares which is recommended to Vi-roGates by the investment banks. Finally, the Warrant holders shall be obligated to accept changes to the exercise periods, cf. in this respect above.

7. Transfer, pledge and enforcement

7.1 Issued warrants shall not be subject to charging orders, transfer of any kind, including in connection with division of property on divorce or legal separation, for ownership or as se-curity without the consent of the Board of Directors. The Warrant holder’s warrants may, however, be transferred to the Warrant holder’s spouse/cohabitant and/or issue in the event of the Warrant holder’s death. It is a condition precedent that the recipient signs the at any time applicable shareholders’ agreement.

8. Subscription for new shares by exercise of warrants

8.1 Subscription for new shares by exercise of issued warrants must be made through submission by the Warrant holder no later than the last day of the relevant exercise period at 16:00 to ViroGates of an exercise notice drafted by ViroGates. The exercise notice shall be filled in with all information. The company must have received the exercise price for the new shares, payable as a cash contribution, by the last day of the relevant exercise period.

8.2 If the limitation period set forth in clause 8.1 expires as a result of ViroGates not having re-ceived the filled-in exercise notice or the payment by 16:00 of the last day of the exercise pe-riod, the subscription shall be deemed invalid, and in this situation the Warrant holder shall not be considered as having exercised his/her warrants for a possible subsequent exercise period.

8.3 Warrants not exercised by the Warrant holder during the last exercise period, i.e. where exercise notice and/or payment has not been effected (by 21 August 2020 in the above exam-ple), shall become null and void without notice or compensation.

8.4 When the capital increase caused by exercise of warrants has been registered with the Danish Business Authority, the Warrant holder shall receive proof of his shareholding in Viro-Gates.

9. The rights of new shares

9.1 New shares subscribed for by exercise of issued warrants shall in every respect have the same rights as the present shares in ViroGates in accordance with the Articles of Association for ViroGates in force from time to time. For the time being, the following shall apply:

• That ViroGates’ shareholders shall hold no pre-emptive rights to subscribe for warrants;

• That ViroGates’ shareholders shall hold no pre-emptive rights to subscribe for new shares issued on the basis of warrants;

• That the face value of each share shall be DKK 1 or multiples hereof;

• That the shares shall be non-negotiable instruments issued in the name of the holder and the holders’ names shall be entered into the ViroGates’ share register;

• That new shares issued as a result of exercise of warrants shall carry the right to dividend and other rights in ViroGates from the time of registration of the capital increase with the Danish Business Authority.

9.2 ViroGates shall pay all costs connected with granting of warrants and later exercise thereof. ViroGates’ costs in con-nection with issue of warrants and the related capital increase are estimated to DKK 20,000.

10. Sale of shares

10.1 When the Warrant holders have been registered as share-holders in ViroGates, the Warrant holders’ shares may be sold in accordance with the provisions of the Security Holder Agreement, or any other agreement between the shareholders of ViroGates.

11. Other provisons

11.1 The value attached to the subscription right shall not be included in the Warrant holder’s salary, and any agreement made between the Warrant holder and ViroGates regarding pen-sion or the like shall therefore not include the value of the Warrant holder’s warrants.

11.2 If a relevant authority should establish that the issuance and/or exercise of warrants shall be considered a salary allow-ance with the consequence that ViroGates shall pay holiday allow-ance or the like to the Warrant holder on the basis of the value of warrants, the subscription price shall be increased in order to compensate ViroGates for the amounts that have been paid to the Warrant holder in the form of holiday al-lowance or the like.

11.3 The fact that ViroGates offers warrants to Warrant hold-ers shall not in any way obligate ViroGates to maintain the employment.


12. Tax implications

12.1 The tax implications connected to the Warrant holder’s sub-scription for or exercise of warrants shall be of no concern to ViroGates.

13. Governing Law and Venue

13.1 Acceptance of warrants, the terms and conditions thereto and the exercise, and terms and conditions for future subscription for shares in ViroGates shall be governed by Danish law.

13.2 Any disagreement between the Warrant holder and ViroGates in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation be-tween the parties.

13.3 If the parties fail to reach consensus, any disputes shall be settled in accordance with “Rules for hearing of cases in the Copenhagen Arbitration”. The Copenhagen Arbitration shall appoint one arbitrator who shall settle the dispute according to Danish law.

13.4 In the event of discrepancies between the English and the Danish text the Danish text shall prevail.

Appendix of 29 October 2015 to the Articles of Association of ViroGates A/S

The general meeting of shareholders has resolved that the following terms and conditions shall apply to warrants which are granted to the board of directors in the company:

1. General

1.1 ViroGates A/S (hereinafter ”ViroGates”) has decided to introduce an incentive scheme for the board of directors in ViroGates (hereinafter collectively referred to as “Warrant hold-ers”). The scheme is based on issuance of options, also called warrants (hereinafter only referred to as “warrants”), which are not subject to payment.

1.2 A warrant is a right, but not an obligation, during fixed periods (exercise periods) to subscribe for new shares in ViroGates at a price fixed in advance (the exercise price). The exer-cise price shall be determined by the general meeting. Each war-rant carries the right to subscribe for nominal DKK 1 share in ViroGates at the subscription price determined by the general meeting at the date of issuance.

1.3 Warrants will be offered to directors pursuant to the general meeting’s resolution. The number of warrants and the exercise price for the warrants granted shall be set out in the individual Warrant holder’s warrant certificate.


2.1 Warrant holders who wish to subscribe for the offered warrants shall sign a Warrant Certificate with this Appendix attached and, to the extent required by the general meeting, a Security Holder Agreement or similar instrument regulating the relationship between the Warrant holders, including any shareholders’ agreement, ViroGates and ViroGates’ other shareholders.

2.2 The granting of warrants shall not be subject to payment from the Warrant holders.

2.3 ViroGates shall keep records of granted warrants and update the records at suitable intervals.

3. Vesting

3.1 The warrants shall vest with 1/36 per month from the date of grant of the warrants covered by this Appendix. The general meeting may on an individual basis determine a different vest-ing period in its decision to issue warrants.

3.2 If the stipulated fraction does not amount to a whole number of warrants, the number shall be rounded down to the nearest whole number.

3.3 Warrants shall only be vested to the extent the Warrant holder is a member of the board of directors of ViroGates.

4. Exercise

4.1 When a warrant has vested, it may be exercised during the exercise periods. The exercise periods fall in each of the five calendar years following the vesting calendar year. In a calen-dar year there are two exercise periods of 2 times 3 weeks, being 1 to 21 January and 1 to 21 August. For a warrant vested in 2015 there will thus be the following exercise periods:

1 – 21 January or 1 – 21 August 20161 – 21 January or 1 – 21 August 20171 – 21 January or 1 – 21 August 20181 – 21 January or 1 – 21 August 20191 – 21 January or 1 – 21 August 2020

4.2 If the last day of an exercise period is Saturday or Sunday, the exercise period shall also include the first weekday following the stipulated period.


4.3 When warrants have vested, the Warrant holder shall be free to choose, which exercise period to apply for the vested war-rants, cf. however, clause 4.5 below regarding material breach. It is, however, a condition for exercise that the Warrant holder in a given exercise period exercises warrants, which give a right to subscribe minimum nominal DKK 100 shares.

4.4 Warrants not exercised by the Warrant holder during the last exercise period, 1 – 21 August 2020 in the above example, shall become null and void without further notice, compensation or payment of any kind to the Warrant holder.

4.5 The Warrant holder’s exercise of warrants is in principle and in addition to the above conditional upon the Warrant holder being a member of the board of directors in ViroGates at the time when warrants are exercised. The following exceptions apply:

a. If the Warrant holder materially breaches its obligations towards ViroGates, all warrants not exercised at that time shall become null and void without notice or compensation, and the Warrant holder shall in this case, after demand from ViroGates, be obligated to sell to ViroGates shares which have been subscribed through exercise of warrants, after the date of the material breach. The shares shall be sold at a price corresponding to the subscription price paid by the Warrant holder.

b. If the employment is terminated due to the death of the Warrant holder all warrants not exercised by the Warrant holder shall become null and void. However, the ViroGates Board of Directors shall, however, as a minimum grant an exemption from this provision to enable the estate of the Warrant holder to exercise the issued warrants whether they have been vested at the time of the death or not on the condition that exercise be effected during the first exercise period commencing after the death.

c. The Board of Directors shall in all instances in connection with a Warrant holder leaving the board of directors, except in the event of material breach by the Warrant holder, be entitled, but not obligated to deviate from the above require-ment that the Warrant holder must be a member of the board of directors when exercising warrants, so that the Warrant holder based on a full evaluation is treated more favourable in connection with leaving the Company.

4.6 ViroGates’ general meeting is in the event of a listing of the company’s shares on a stock exchange entitled at its discretion to change the exercise periods in order to coordinate these with applicable rules for insider trading. Unless the general meeting resolves otherwise the exercise periods shall in the event of a listing be changed to two - four 21 day periods after respectively the annual report notification and the interim report (six months), respectively the quarterly reports.




5.3 Warrants shall not be adjusted as a result of ViroGates’ issue of employee shares, share options and/or warrants as part of employee share option schemes (including options to Di-rec-tors, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted as a result of capital increases following the Warrant holders’ and others’ exercise of warrants in Viro-Gates.






5.5 Changes of capital at a price different from the market price:If it is decided to increase or reduce the share capital in Vi-roGates at a price below the mar-ket price (in relation to capital decreases also above the market price), warrants shall be adjusted as follows:





5.6 Changes in the nominal value of each individual share:If it is decided to change the nominal value of the shares, warrants shall be adjusted as fol-lows:








The equity capital that shall form the basis of the adjustment above is the equity capital stipulated in the Annual Report to be adopted at the general meeting where dividends shall be approved before allocation hereof has been made in the Annual Report.


The calculation method to be applied to the adjustment shall be decided by an external advisor appointed by the general meeting.


5.9 Winding-up:Should ViroGates be liquidated, the vesting time for all non-exercised warrants shall be changed so that the Warrant holder may exercise his/her warrants in an extraordinary ex-ercise period immediately preceding the relevant transaction.



• The Warrant holder may exercise all non-exercised warrants (inclusive of warrants not yet vested) immediately before the merger/split, or

• New share instruments in the continuing company/compa-nies of a corresponding fi-nancial pre-tax value shall replace the warrants. On split the continuing companies may decide in which company/companies the Warrant holders shall receive the new share instruments.


• The Warrant holder may exercise all non-exercised warrants that are not declared null and void (inclusive of warrants not yet vested) immediately before the sale/swap of shares. Fur-thermore, the Warrant holder shall undertake an obligation to sell the subscribed shares on the same conditions as the other shareholders (when selling).


5.12 Common provisions regarding 5.9-5.11:If one of the transactions mentioned above is made, ViroGates shall inform the Warrant holder hereof by written notice. Upon receipt of the written notice, the Warrant holder shall have 2 weeks – in cases where the Warrant holder may extraordinarily exercise warrants, see 5.9-5.11 – to inform ViroGates in writing whether he/she will make use of the offer. If the Warrant holder has not answered ViroGates in writing within the limit of 2 weeks or fails to pay within the fixed time, warrants shall become null and void without further notice or com-pensation.

The Warrant holder’s rights in connection with decisions made by any competent company body, see 5.9-5.11, shall be contingent on subsequent registration of the relevant decision with the Danish Business Authority provided that registration is a condition of its validity.


6.1 In the event that ViroGates’ shares are listed on a stock ex-change, the Warrant holder shall accept such changes to the warrants that are necessary for ViroGates’, the shareholders’ and the Warrant holders’ fulfilment of their obligations, especially the duties of disclosure, to the stock exchange. Additionally the Warrant holders shall be obligated to ac-cept such lock-up periods regarding exercise of warrants or a sale of shares which is recommended to Vi-roGates by the investment banks. Finally, the Warrant holders shall be obligated to accept changes to the exercise periods, cf. in this respect above.


7.1 Issued warrants shall not be subject to charging orders, transfer of any kind, including in connection with division of property on divorce or legal separation, for ownership or as se-curity without the consent of the Board of Directors. The Warrant holder’s warrants may, however, be transferred to the Warrant holder’s spouse/cohabitant and/or issue in the event of the Warrant holder’s death. It is a condition precedent that the recipient signs the at any time applicable shareholders’ agreement.


8.1 Subscription for new shares by exercise of issued warrants must be made through submission by the Warrant holder no later than the last day of the relevant exercise period at 16:00 to ViroGates of an exercise notice drafted by ViroGates. The exercise notice shall be filled in with all information. The company must have received the exercise price for the new shares, payable as a cash contribution, by the last day of the relevant exercise period.

8.2 If the limitation period set forth in clause 8.1 expires as a result of ViroGates not having re-ceived the filled-in exercise notice or the payment by 16:00 of the last day of the exercise pe-riod, the subscription shall be deemed invalid, and in this situation the Warrant holder shall not be considered as having exercised his/her warrants for a possible subsequent exercise period.


8.3 Warrants not exercised by the Warrant holder during the last exercise period, i.e. where exercise notice and/or payment has not been effected (by 21 August 2020 in the above exam-ple), shall become null and void without notice or compensation.

8.4 When the capital increase caused by exercise of warrants has been registered with the Danish Business Authority, the Warrant holder shall receive proof of his shareholding in ViroGates.








9.2 ViroGates shall pay all costs connected with granting of warrants and later exercise thereof. ViroGates’ costs in con-nection with issue of warrants and the related capital increase are estimated to DKK 20,000.

10. Sale of shares

10.1 When the Warrant holders have been registered as share-holders in ViroGates, the Warrant holders’ shares may be sold in accordance with the provisions of the Security Holder Agreement, or any other agreement between the shareholders of ViroGates.

11. Other provisons

11.1 The value attached to the subscription right shall not be included in the Warrant holder’s salary, and any agreement made between the Warrant holder and ViroGates regarding pen-sion or the like shall therefore not include the value of the Warrant holder’s warrants.

11.2 If a relevant authority should establish that the issuance and/or exercise of warrants shall be considered a salary allowance with the consequence that ViroGates shall pay holiday allow-ance or the like to the Warrant holder on the basis of the value of warrants, the subscription price shall be increased in order to compensate ViroGates for the amounts that have been paid to the Warrant holder in the form of holiday allowance or the like.

11.3 The fact that ViroGates offers warrants to Warrant hold-ers shall not in any way obligate ViroGates to maintain the employment.


12.1 The tax implications connected to the Warrant holder’s sub-scription for or exercise of warrants shall be of no concern to ViroGates.



13.2 Any disagreement between the Warrant holder and ViroGates in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation be-tween the parties.




Convertible Loan Note

betweenLender

and

ViroGates A/S

This Convertible Loan Note (the “Agreement”) is dated DATE and is made between:

XXXXXXXXX(“Lender”)and

ViroGates A/S (company number CVR 25734033) whose registered office is at Blokken 45, 3460 Birkerød, Denmark (the "Borrower"),

1. Introduction

1.1 1.1. The Lender and the Borrower have agreed to enter into this Agreement for the provision of a con-vertible loan facility of DKK [amount] in aggregate (the “Loan”) on the terms and subject to the conditions set out herein.

2. Definitions

2.1 In this Agreement, the following terms have the meaning set forth below:

“Agreement”: has the meaning set forth above;“Articles”: means the articles of association of the Borrower adopted on 9 December 2015;"Business Day": means a day (other than a Saturday, Sunday or bank holiday) on which banks are open for the transaction of all normal banking business in Denmark;"Event of Default": means any of the events or circumstances set out in Clause 7.2;"Interest": has the meaning set forth below;"Investment": means any financing of the Borrower, which does not qualify as a Qualified Investment Round, that occurs prior to the Maturity Date pursuant to which Shares are issued and which is not the result of the conversion into Shares of warrants awarded to employees or directors of the Company as part of their remuneration subsequently to the date of this Agreement;"Loan": has the meaning set forth above; “Maturity Date”: means 31 December 2018;"Shares": means the ordinary shares of DKK 1.00 each in the capital of the Borrower, having the rights set out in the Articles of the Borrower;

3. Interest

3.1 The Borrower shall pay interest on the Loan (“Interest”) from the date hereof at a rate of 13.5 per cent per annum up until the Maturity Date, however in case of prepayment of the Loan, the Interest accrued on the Loan shall never be less than DKK [AMOUNT]. Such Interest shall accrue from day to day by reference to a year of 365 days and shall be payable each year on 31 December or payable or convertible (as the case may be) when the Loan becomes repayable or convertible pursuant to this Agreement.

4. Repayment

4.1 Unless converted in accordance with Clause 5 below, the Loan, together with accrued Interest, shall be repaid in full by the Borrower on demand with five Business Days’ notice by the Lender on or after the Maturity Date. Except in an Event of Default, the Lender may not de-mand that repayment of the Loan or Interest accrued thereon shall take place in advance of the Maturity Date.

4.2 The Borrower may prepay the loan (together with accrued Interest) in whole, but not in part, at any point in time, but such prepayment shall not affect any conversion rights of the Lender already accrued.

5. Conversion

5.1 In case (i) a Qualified Investment Round, (ii) an Industrial Sale or (iii) Dissolution (as defined below) takes place in the period between the date of this Agreement and the Maturity Date, the Lender has the right but no obligation to convert this Loan to Shares in the Company (in-cluding accrued Interest, cf. Clause 3 above).

5.2 In case of a Qualified Investment Round the conversion rate shall be identical to the subscrip-tion rate used in the Qual-ified Investment Round, which triggers the conversion. The same principles apply in case of conversion in connection with an Industrial Sale or Dissolution.

5.3 A "Qualified Investment Round " shall be defined as the first cash capital increase of the Company for an amount at least corresponding to DKK 5 million (one or more cash contri-bu-tions in the same investment round shall be regarded as one aggregate contribution notwith-standing whether these may be registered in several instances), which has taken place after the issue of this Loan. A “Qualified Investment Round” shall also be the listing of the Com-pany on a stock exchange, including by way of ADSs or ADRs, or multilateral trading facility. In such case, the subscription rate shall be such rate as the board of directors of the Com-pany deems to correspond to the average price of the shares in the listing.

5.4 An "Industrial Sale" shall be defined as the entering into of an agreement for (a) the sale to one or more bona fide third parties of more than 50 per cent of the outstanding Shares of the Company as at the date of the agreement (that is without regard to such Shares as may be is-sued pursuant to conversion under this Clause 5 or (b) any sale to one or more bona fide third parties of all or the majority of the Company’s assets or intellectual property rights (through one or more transactions).

5.5 A "Dissolution" shall be defined as the i) the Company prior to the Maturity Date adopts a resolution to de-merge the Company or to merge the Company with the Company as the dis-continuing entity or to enter into liquidation or ii) in case of an exchange of shares in the Company with shares in another company, without the Loan in this connection is taken over by the continuing company on terms materially identical to the Lender’s.

5.6 If no (i) Qualified Investment Round, (ii) Industrial Sale or (iii) Dissolution has taken place at the latest two months prior to the Maturity Date, the Lender may convert the Loan, including accrued Interest, cf. Clause 3 above, in its entirety into Shares at a subscription price of DKK 29 per share of nominal value DKK 1. The Lender’s demand for conversion shall be re-ceived by the Borrower not later than on the last Business Day falling not later than two weeks prior to the Maturity Date.


5.7 5.7. No later than 2 months prior to maturity date, the borrow-er shall with not less than one week’s written notice summon all lenders to a meeting regarding the repayment or conversion of all the loans. The decision whether to convert or repay the loan remain entirely with the Lender.

6. Issue of warrants

6.1 If the Lender converts the Loan to Shares in connection with a Qualified Investment Round, the Lender shall be awarded [NUMBER] warrants entitling the Lender to subscribe for nomi-nal DKK [SAME NUMBER] shares in the Company at an exercise price corresponding to the subscription price of the conversion under the Qualified Investment Round, with an exercise period commencing at the time of conversion and terminating two years thereafter and on the further terms set forth in Appendix B hereto.

7. Events of Default

7.1 The Lender may, without prejudice to its other rights here-under, terminate its obligation to make the Loan available, declare the Loan together with all accrued interest and other mon-eys payable hereunder immediately repayable or payable at any time after any Event of De-fault shall have occurred. The Borrower shall repay or pay any moneys declared re-payable or payable under this Clause 7 forthwith upon such declaration being made.

7.2 There shall be an Event of Default if:

7.2.1 the Borrower fails to pay any sum payable by it under this Agreement when due; or

7.2.2 the Borrower stops or suspends payment of its debts or is unable to or admits inability to pay its debts as they fall due or is likely to do so (in each case within the meaning of section 2a of the Insolvency Act (“Konkursloven”) or otherwise) or becomes insolvent or proposes or commences negotiations with one or more of its creditors with a view to the general resched-uling of its debts or proposes or enters into any com-position or other arrangement for the benefit of its creditors generally or any class of its creditors; or

7.2.3 an order is made or resolution passed for the winding up or administration of the Borrower or a notice is issued convening a meeting for the purpose of passing such a resolution or the Borrower suspends or ceases or threatens to suspend or cease to carry on its business;

7.2.4 the Borrower suspends or ceases, or threatens to suspend or cease, to carry on its business or any material part thereof in the normal course; or

7.2.5 the Borrower (prior to the Maturity Date) obtains debt other than this Agreement and similar convertible loan notes on the same date for the provision of a convertible loan facility.

7.2.6 The Borrower undertakes and warrants that similar convert-ible loan notes obtained according to section 7.2.5. of this Agreement will be on materially the same terms except for the principal amount and associated interest payment cf. section 3.1 and the warrants issued cf. section 6.1.

8. Assignment

8.1 The Borrower shall not be entitled to assign or transfer its obligations under this Agreement without the prior written consent of the Lender.

8.2 The Lender may assign or otherwise transfer any of its rights and obligations under this Agreement, however only to an existing shareholder of the Company.

8.3 Any person to whom the Lender shall transfer any part of the Loan in accordance with clause 8.2 above, shall notify the Borrower of such transfer.

9. General

9.1 The waiver, express or implied, by any party of any right under this Agreement or any failure to perform or breach by another party shall not constitute or be deemed a waiver of any other right under this Agreement.

9.2 No amendment, change or addition hereto shall be effective or binding on any party unless reduced to writing and exe-cuted by all the parties for the time being.

9.3 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

9.4 This Agreement is subject also to the General Terms and Conditions attached hereto as Appendix A.

9.5 Any Lender not already party to the shareholders’ agreement applicable to the Company shall upon conversion of the Loan accede to the said shareholders’ agreement at the time and become a party thereto.

9.6 This Agreement is governed by and is to be construed in ac-cordance with the laws of Denmark and the parties hereby agree to submit to the exclusive jurisdiction of the Danish courts.

Appendix A to Convertible Loan Note, cf. clause 2.9

General Terms & Conditions:

1. Exercise of Conversion Rights

1.1 The Borrower shall be required to notify the Lenders in writ-ing about events, which entitle the Lenders to exercise their conversion rights under Clause 6 of the Agreement and on the terms upon which the conversion takes place.

1.2 In the notice, the Borrower shall give a time limit of at least five and not more than ten Busi-ness Days within which the Lenders shall notify the Borrower whether the conversion right is exercised.

1.3 To exercise their conversion right, the Lenders must within the time limit given give written notice hereof to the Borrower’s board of directors at the Borrower’s address.

2. Other Terms for Conversion

2.1 If the Borrower resolves to issue bonus shares, the Lenders shall at conversion of the Loan receive such additional number of Shares as they would have received if the conversion had taken place immediately in advance of the issue of bonus shares.

2.2 If a decision is passed in the Borrower to increase the Borrow-er’s capital through issue of convertible loan notes, warrants or similar instruments in the Borrower, which entitle the holder to subscribe for shares in the Borrower at a price which corresponds to the market price at the time of the subscrip-tion, no adjustments to the conditions of the conversion of the Loan shall take place.

2.3 If the Borrower resolves to merge with one or more compa-nies with the Borrower as the con-tinuing entity, or if the Borrower receives stock, no amendment to the number of shares resulting in the conversion of the Loan shall take place.

2.4 If the Borrower resolves to decrease its share capital, the num-ber of shares being received as a result of a conversion shall be reduced to such number of Shares as the Lenders would have received had the conversion taken place immediately before the capital decrease.


2.5 If other amendments of the Borrower take place, of a similar nature and with a similar effect for the Lenders as set forth above, including adjustments to the nominal value of the Shares, an adjustment of the number of Shares received upon conversion of the Loan shall take place. The adjustment shall take place as soon as possible after the implementation of the amendment in question and to the greatest possible extent subject to the principles set forth above and, additionally, so as to ensure that the financial value, as reasonably assessed by the Borrower, of the Loan after the amendment in question has taken place to the greatest possible extent corresponds to the financial value of the Loan prior to the amendment.

3. The Rights and Obligations of the new Shares

3.1 For the new Shares, to which conversion may take place, the following shall apply:

3.1.1 that the new Shares shall be issued in denominations of DKK 1.00;

3.1.2 that the new Shares shall be issued in the name of the holder and shall be registered in the Company’s register of share-holders;

3.1.3 that the new Shares shall be non-negotiable instruments;

3.1.4 that no rights of pre-emption shall apply upon conversion of the Loan;

3.1.5 that the Company has not currently issued share certificates;

3.1.6 that no restrictions or limitations shall apply with regard to the pre-emptive subscription rights of the new Shares in connection with future issues of shares by the Company; and

3.1.7 that the new Shares entitle the holder to dividends and other rights in the Borrower from the time of conversion into new Shares.

4. Costs

4.1 The costs connected with the issue of the convertible loan note and in connection with the potential later conversion into Shares shall be defrayed by the Borrower.

Appendix B to Convertible Loan Note, cf. clause 2.9

The following terms and conditions shall apply to the award-ed warrants:

1. General

1.1 A warrant is a right, but not an obligation, during fixed periods (exercise periods) to subscribe for new shares in ViroGates at a price fixed in advance (the exercise price). The exercise price for the warrants issued under these terms and conditions shall be [UD-NYTTELSESPRIS SKAL INDSÆTTES]. Each warrant carries the right to subscribe for nominal DKK 1 share in Vi-roGates at the said subscription price.

1.2 In connection with the issue of warrants to a warrant holder (the “Warrantholder”), a war-rant certificate shall be issued. It shall transpire from the individual Warrantholder’s warrant certificate how many warrants he/she has been awarded and the exercise price for such warrants.


2.1 Warrantholders who wish to subscribe the offered warrants shall sign a Warrant Certificate with this Appendix 1 attached.

2.2 The granting of warrants shall not be subject to payment from the Warrantholders.

2.3 ViroGates shall keep records of granted warrants and update the records at suitable intervals.

3. Vesting

3.1 Upon the award of warrants under these terms and condi-tions, the Warrantholder shall already be entitled to exercise the warrants.

4. Exercise

4.1 Warrants awarded under these terms and conditions may be exercised at any point in time for two years from the time of award.

4.2 Warrants not exercised by the Warrantholder in due time, shall become null and void without further notice, compen-sation or payment of any kind to the Warrantholder.

4.3 ViroGates’ board of directors is in the event of a listing of the company’s shares on a stock exchange entitled at its discretion to change the exercise periods in order to coordinate these with applicable rules for insider trading. Unless the Board of Directors resolves otherwise the exercise periods shall in the event of a listing be changed to two - four 21 day periods af-ter respectively the annual report notification and the interim report (six months), respectively the quarterly reports.




5.3 Warrants shall not be adjusted as a result of ViroGates’ issue of employee shares, share options and/or warrants as part of employee share option schemes (including options to Di-rec-tors, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted as a result of capital increases following the Warrantholders’ and others’ exercise of warrants in ViroGates.







5.5 Changes of capital at a price different from the market price:If it is decided to increase or reduce the share capital in Vi-roGates at a price below the mar-ket price (in relation to capital decreases also above the market price), warrants shall be ad-justed as follows:





5.6 Changes in the nominal value of each individual share:If it is decided to change the nominal value of the shares, warrants shall be adjusted as follows:







The equity capital that shall form the basis of the adjustment above is the equity capital stipu-lated in the Annual Report to be adopted at the general meeting where dividends shall be approved before allocation hereof has been made in the Annual Report.


The calculation method to be applied to the adjustment shall be decided by an external advisor appointed by the Board of Directors.


5.9 Winding-up:Should ViroGates be liquidated, the vesting time for all non-exercised warrants shall be changed so that the Warran-tholder may exercise his/her warrants in an extraordinary ex-ercise period immediately preceding the relevant transaction.



• The Warrantholder may exercise all non-exercised warrants (inclusive of warrants not yet vested) immediately before the merger/split, or

• New share instruments in the continuing company/compa-nies of a corresponding financial pre-tax value shall replace the warrants. On split the continuing companies may decide in which company/companies the Warrantholders shall re-ceive the new share instruments.


• The Warrantholder may exercise all non-exercised warrants that are not declared null and void (inclusive of warrants not yet vested) immediately before the sale/swap of shares. Fur-thermore, the Warrantholder shall un-dertake an obligation to sell the subscribed shares on the same conditions as the other shareholders (when selling).


5.12 Common provisions regarding 5.9-5.11:If one of the transactions mentioned above is made, ViroGates shall inform the Warranthold-er hereof by written notice. Upon receipt of the written notice, the Warrantholder shall have 2 weeks – in cases where the Warrantholder may extraor-dinarily exercise warrants, see 5.9-5.11 – to inform ViroGates in writing whether he/she will make use of the offer. If the War-rantholder has not answered ViroGates in writing within the limit of 2 weeks or fails to pay within the fixed time, warrants shall become null and void without further notice or compensation.

The Warrantholder’s rights in connection with decisions made by any competent company body, see 5.9-5.11, shall be contingent on subsequent registration of the relevant decision with the Danish Business Authority provided that registration is a condition of its validity.



6.1 In the event that ViroGates’ shares are listed on a stock ex-change, the Warrantholder shall accept such changes to the warrants that are necessary for ViroGates’, the shareholders’ and the Warrantholders’ fulfilment of their obligations, especially the duties of disclosure, to the stock exchange. Additionally the Warrantholders shall be obligated to accept such lock-up periods regarding exercise of warrants or a sale of shares which is recommended to ViroGates by the investment banks. Finally the Warrantholders shall be obligated to accept changes to the exercise periods, cf. in this respect above.


7.1 Issued warrants shall not be subject to charging orders, transfer of any kind, including in connection with division of property on divorce or legal separation, for ownership or as se-curity without the consent of the Board of Directors. The Warrantholder’s warrants may, however, be transferred to the Warrantholder’s spouse/cohabitant and/or issue in the event of the Warrantholder’s death. It is a condition precedent that the recipient signs the at any time applicable shareholders’ agreement.


8.1 Subscription for new shares by exercise of issued warrants must be made through submission by the Warrantholder no later than the last day of the relevant exercise period at 16:00 to ViroGates of an exercise notice drafted by ViroGates. The exercise notice shall be filled in with all information. The company must have received the exercise price for the new shares, payable as a cash contribution, by the last day of the relevant exercise period.

8.2 If the limitation period set forth in clause 8.1 expires as a result of ViroGates not having re-ceived the filled-in exercise notice or the payment by 16:00 of the last day of the exercise pe-riod, the subscription shall be deemed invalid, and in this situation the Warrantholder shall not be considered as having exercised his/her warrants for a possible subsequent exercise period.

8.3 Warrants not exercised by the Warrantholder in due time, shall become null and void without notice or compensation.

8.4 When the capital increase caused by exercise of warrants has been registered with the Danish Business Authority, the War-rantholder shall receive proof of his shareholding in ViroGates.








9.2 ViroGates shall pay all costs connected with granting of warrants and later exercise thereof. Viro-Gates’ costs in connection with issue of warrants and the related capital increase are esti-mated to DKK 35,000.

10. Sale of shares

10.1 When the Warrantholders have been registered as sharehold-ers in ViroGates, the Warrantholders’ shares may be sold in accordance with the provisions of the shareholders’ agree-ment for ViroGates.


11.1 The tax implications connected to the Warrantholder’s sub-scription for or exercise of warrants shall be of no concern to ViroGates.



12.2 Any disagreement between the Warrantholder and ViroGates in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation between the parties.




Glossary

Word/phrase Definition

Acute Care A branch of secondary healthcare where a patient receives active but short-term treatment for a severe injury or episode of illness, an urgent medical condition, or during recovery from surgery. In medical terms, care for acute health conditions is the opposite from chronic care, or longer term care. In the US often used interchangeable with the term Emergency Care – practiced in an Emergency Department.

Acute Care Market The market that addresses the need of Acute Care patients.

ADAPT “Adaptive process triage” is a triage system developed in Sweden in 2006. It uses vital signs and a questionnaire to assess the severity of Acute Care patients.

Aetiology The cause, set of causes, or manner of causation of a disease or condition.

AIDS Acquired Immuno Deficiency Syndrom.

APACHE II Acute Physiology And Chronic Health Evaluation II. APACHE II is a protocol designed to measure the severity of disease for adult patients.

Antibody A protein with the ability to bind another protein e.g. suPAR. Used in assays measuring suPAR.

AUC Area Under the Curve – a combined measure of sensitivity and specificity in regard to a defined endpoint, e.g. mortality.

BMI Body Mass Index. The BMI value is used as a measure to categorize a person as underweight, normal weight, overweight or obese.

BP Blood Pressure.

CE Marking CE Marking is a mandatory conformity marking for certain products sold within EFTA and the European Union according to the EU CE in-vitro diagnostics directive (In Vitro Diagnostic Medical Device Directive, IVDMDD (98/79/EC)).

CRM Customer Relationship Management.

COPD Chronic obstructive pulmonary disease.

CRP C-Reactive Protein. CRP is an acute-phase protein of hepatic origin measureable in blood. The rate of CRP production increases in response to inflammation and CRP therefore is used as a marker for infection and inflammation.

CVD Cardiovascular Disease.

DEPT Danish Emergency Process Triage – a Danish developed triage system for assessing risk of Acute Care patients using a colour grade system and based on vital signs and questionnaires to the patients.

Diagnosing The ability to recognize a disease using biomarkers or clinical signs and symptoms.

Dx Diagnostics (often used to describe the Diagnostics market).

EC Emergency Care – the practice of emergency medicine – often used interchangeably with Acute Care. In the US however often used more broadly as care given in the Emergency Department to both severe and more benign patient cases.

ED Often used interchangeably with Acute Care Department, however in the US also often used more broadly as a department handling both severe and more benign patient cases.

ELISA Enzyme-Linked Immunosorbent Assay. ELISA is an analytic, biochemistry assay capable of detecting and quantifying a substance in a liquid sample.

EMA European Medicines Agency. EMA is a government body granting approval of new medicines and monitoring the use and safety of medicines in European countries.

Emergency Care Providing, urgent, critical and often life-saving measures to a patient. Often used interchangeably with Acute Care.

Emergency room American used term for Emergency Department or Acute Care Department.

FDA Food and Drug Administration. FDA is an agency within the U.S. Department of Health and Human Services, protecting the public health by assuring the safety, effectiveness, quality, and security of human and veterinary drugs, vaccines and other biological products, as well as medical devices.

GP General Practitioner.

HIV Human Immunodeficiency Virus

Hybridomas Cells created by fusion between an anti-body producing cell and a cancer cell (immortal cell line).

Inpatient Rehabilitation Facility (IRF)

A facility licensed under state laws to provide skilled nursing care and intensive rehabilitative services.

ICU Intensive Care Unit.

IVD In Vitro Diagnostics. In vitro means out of body, in contrast to In vivo meaning in the body.

Intensive Care Continuous treatment provided for those who are seriously ill, very badly injured or who have just had an operation.


ISIN International Securities Identification Number.

IVD In Vitro Diagnostic. An IVD device is any device, reagent, material or system designed for use in the laboratory diagnosis of disease or health status. The term also refers to a general category that are highly regulated by FDA, EMA and other regulatory bodies.

KOL Key Opinion Leader.

Lateral flow A method for biomarker measurement using a stick. Best known in pregnancy tests. ViroGates have developed a quantitative lateral flow test for quick determination of suPAR (suPARnostic® QT).

Long Term Acute Hospital (LTACHs)

Long-term Acute Care hospitals (LTACHs) are facilities that specialize in the treatment of patients with serious medical conditions that require care on an ongoing basis but no longer require intensive care or extensive diagnostic procedures.

Monoclonal antibody An antibody obtained by subclonation from spleen cells form e.g. immunized mice and until one cell producing one antibody is obtained. This cell is then fused with a cancer cell to generate a hybridomas cell line. The resultant antibodies will bind one specific place on the antigen. The antigen may be suPAR.

NA North America.

NEWS National Early Warning Score. NEWS is a guide used to quickly determine the degree of illness of a patient. It is based on the six cardinal vital signs (respiratory rate, oxygen saturation, temperature, blood pressure, pulse/heart rate, AVPU response) and one other observation.

PAC Post Acute Care. The type of care provided after a period of Acute Care, is known as Post Acute Care. PAC may be temporary and continue only until the patient has recovered enough to be discharged. In some instances, PAC may be necessary throughout the remainder of the patient's life.

PCT Procalcitonin. PCT is a biomarker. The level of PCT in blood increases in response to microbial infections. PCT has therefore become a marker to improve bacterial infections identification and guide antibiotic therapy.

Pharmacy Retail Clinics A Pharmacy Retail Clinic is a category of walk-in clinics located in retail stores and supermarkets, where uncomplicated minor illnesses can be treated.

POC Testing Point of Care Testing (also called decentralized testing; near-patient testing; or bedside testing) describes medical diagnostic testing as close to the patient as possible and often conducted when rapid results are needed, i.e., at the point of care.

Prognostication The ability to predict an event in advance.

(Q)SOFA Quick Sequential Organ Failure Assessment. The (Q)SOFA score is a bedside prompt that may identify patients with suspected infection who are at greater risk for a poor outcome outside the ICU. It uses the three parameters blood pressure, high respiratory rate and altered mentation.

Recombinant A molecule obtained by cloning and expression in cell systems.

ROC curve Graphical illustration of sensitivity and specificity for an endpoint, e.g. mortality.

ROW Rest Of World.

SAPS Simplified Acute Physiology Score. SAPS is a severity of disease classification system.

Skilled Nursing Facility (SNF)

A skilled nursing facility is a special facility or part of a hospital that provides medically necessary professional services from nurses, physical and occupational therapists, speech pathologists and audiologists. Skilled nursing facilities provide round-the-clock assistance with healthcare and activities of daily living.

suPAR Soluble urokinase plasminogen activator receptor. A protein in blood.

suPARnostic® Name for the product line of suPAR measuring products.

TRIAGE Triage is the process of determining the priority of patients' treatments based on the severity of their condition.

TREM-1 Triggering receptor expressed on myeloid cells 1 – a biomarker in blood.

Turbidimetric A method used on large robot platforms for the quantification of biomarkers.

uPAR Urokinase plasminogen activator receptor (The cell bound version of suPAR)

US United States.

USD United States Dollar.

VG-1 A rat anti-human suPAR antibody.

VG-2 A mouse anti-human suPAR antibody.

WHO World Health Organization. WHO is a unit under the United Nations, concerned with international public health.


Addresses

ViroGates A/SBlokken 45

3460 Birkerød,

Denmark

Phone: +45 21 13 13 36

E-mail: [email protected]

www.virogates.com

Financial Advisor and Certified Adviser

Västra Hamnen Corporate Finance AB

Jungmansgatan 12

211 19 Malmö

Phone +46 40 200 250


www.vhcorp.se

Legal Advisor

Mazanti-Andersen Korsø JensenAmaliegade 10

1256 Copenhagen K

Denmark

Phone: +45 3314 3536


www.mazanti.dk

Auditor

BDO Statsautoriseret revisionsaktieselskabHavneholmen 29

1561 Copenhagen V

Phone: +45 3915 5200


www.bdo.dk

Settlement & Issuing agent

Danske Bank A/SHolmens Kanal 2-12

1092 Copenhagen K

Phone: +45 3344 0000


www.danskebank.com

Selling Agents

Nordnet Bank ABAlströmergatan 39

Box 30099

104 25 Stockholm

Phone: +46 8 559 035 70

www.nordnet.se

www.nordnet.dk

Avanza Bank AB (publ) Regeringsgatan 103

Box 1399

111 93 Stockholm

Phone: +46 8 562 250 00

www.avanza.se


In an assessment of ViroGates A/S, Company reg. no. 25734033 (“ViroGates”) future development and operations, it is of great importance to consider

all relevant risks. Each investor must make their own assessment of the impact of these risks by reading and understanding all available information

published concerning this offer. The prospectus is available for download at www.virogates.com.

The undersigned hereby applies for subscription of the following number of shares in ViroGates at a subscription price of DKK 91 per

share:

Number of shares (minimum 50 shares per subscription)

Fill in where the allotted and paid for shares are to be delivered, owner-registered securities account or custody account (state only one

alternative):

VP custody account no. Bank

Settlement account no. Bank

Custody account Bank/Nominee

Note that if you have an account with specific rules for securities transactions, such as an investment savings account or endowment account, you must check with your bank/nominee, whether, and if so how, the acquisition of securities within the framework of the offer is possible. The subscription shall be made, in that case, in accordance with instructions received from the bank/nominee that holds the account. Settlement of the Offering will be effected by way of registration of New shares representing the allocated number of Offer Shares on your custody account with VP SECURITIES A/S (VP) against payment in DKK, which will take place on the settlement date. All dealings in the New shares and/or the Offer Shares prior to settlement of the Offering will be for the account of, and at the sole risk of, the parties involved.

Fill in your name and address information (PLEASE WRITE CLEARLY)

Last name/Company First name National ID number/Company registration number

Street address (or PO Box or equivalent) Daytime telephone/mobile telephone

Postal code City Country E-mail

Place and date Signature (authorised company signature, or guardian, if applicable)

By signing this subscription form I confirm the following: ▪ That I have read the prospectus and understand the risks associated with investing in this particular financial instrument;

▪ That I have read and understand the information stated in the section “Terms and Conditions” in the prospectus;

▪ That I have read and accepted the information shown on the subscription form;

▪ I have observed that the offer is not addressed to persons resident in the USA, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore or other countries where participation requires additional prospectuses, registration or other measures other than those required by Danish law;

▪ That I am aware that the application is not covered by the right of return that follows from the Danish Consumer Contracts Act;

▪ That no amendments or additions may be made to the printed text in this subscription form;

▪ That the allocation of shares in accordance with the subscription cannot be guaranteed;

▪ That an incomplete or incorrect subscription form may be disregarded;

▪ That the subscription is binding;

▪ That no modifications or amendments may be made to the printed text in this application form;

▪ That I am aware that no customer relationship exists between Västra Hamnen Corporate Finance AB and the subscriber with respect to this subscription;

Subscription form – for subscription of shares in ViroGates A/S

Subscription period: June 7 – June 20, 2018 4.00 p.m.

Subscription price: DKK 91

Allocation: Any allotment of shares will be notified via a contract note (which will be sent to the address filled in below).

Payment:

ISIN:

To be made in accordance with the instructions on the contract note.

Permanent ISIN for the Shares: DK0061030574, Temporary ISIN for the New shares: DK0061030657

This form must be submitted to the investor’s own account holding bank in complete and executed form in due time to allow the investor’s own account holding bank to process and forward the application to ensure that it is in the possession of Danske Bank A/S, no later than 4:00 p.m. (CET) on 20 June 2018.


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ViroGates A/S

Blokken 45 | 3460 Birkerød, Denmark | Phone: +45 21 13 13 36


Documents

Invitation to acquire shares in - ViroGates